Common use of Assignment Subleasing Clause in Contracts

Assignment Subleasing. The Tenant shall not assign or sublet or otherwise transfer, voluntarily or involuntarily, the whole or any part of the Premises or this Lease, without the consent of the Landlord, which consent shall not be unreasonably withheld or delayed, provided the Tenant shall give Landlord written notice of the terms of the assignment, sublease or transfer and that the proposed assignee, sublessee or transferree is of good reputation and financial condition and its proposed use is permitted by all applicable by-laws and regulations, such proposed use is substantially identical to the Permitted Use and do not involve the handling, storage, or generation of Hazardous Substances, excluding from the foregoing nominal amounts of Hazardous Substances used in cleaning and provided further that Tenant shall pay all reasonable legal and other fees incurred by Landlord in connection with reviewing and approving any such assignment, sublease or transfer. Notwithstanding such consent, Tenant shall remain fully liable to Landlord for the payment of all Rent and for the full performance of the covenants and conditions of this Lease. It shall also be a condition of the validity of the assignment that the assignee agree directly with Landlord, in form satisfactory to Landlord, to be bound by all Tenant obligations under this Lease. The acceptance by the Landlord of the payment of Rent shall not constitute the consent by the Landlord to any such assignment, sublease or transfer nor shall the same constitute a waiver of any right or remedy of the Landlord. Without limitation of the rights of Landlord hereunder in respect thereto, if there is any assignment of this Lease by Tenant for consideration or a subletting of the whole of the Premises by Tenant at a rent which exceeds the rent payable hereunder by Tenant, or if there is a subletting of a portion of the Premises by Tenant at a rent in excess of the subleased portion’s pro rata share of the rent payable hereunder by Tenant, then Tenant shall pay to Landlord, as additional rent, forthwith upon Tenant’s receipt of the consideration (or the cash equivalent thereof) therefor, in the case of an assignment, and/or in the case of a subletting, One Hundred (100%) percent of such excess rent. For the purposes of this Section 13, the term “rent” shall mean all Base Rent, Additional Rent or other payments and/or consideration payable by one party to the other for the use and occupancy of all or a portion of the Premises. Notwithstanding anything to the contrary herein contained, Tenant shall have the right, without obtaining Landlord’s consent or providing any excess rent to Landlord, to assign, sublet or transfer all or any part of the Premises or this Lease to (a) an Affiliated Entity (hereinafter defined) so long as such entity remains in such relationship to Tenant, and (b) a Successor, provided that prior to or simultaneously with any such transfer, such Affiliated Entity or Successor, as the case may be, agrees directly with Landlord, in form satisfactory to Landlord, to be bound by all Tenant obligations under this Lease. For the purposes hereof, an “Affiliated Entity” shall be defined as any entity which is controlled by, is under common control with, or which controls Tenant. For the purposes hereof, a “Successor” shall be defined as any entity into or with which Tenant is merged or with which Tenant is consolidated or which acquires all or substantially all of Tenant’s stock or assets, provided that the surviving entity shall have a net worth at least as great as Tenant’s upon execution of this Lease. At Tenant’s request and Tenant’s sole cost and expense, Landlord shall execute such commercially reasonable documents and instruments as Tenant may reasonably request in connection with a Transfer.

Assignment Subleasing. Tenant shall have the right, without Landlord’s consent, but subject to conditions set forth herein to assign or sublet the Premises (i) to an entity with which it may merge or consolidate, (ii) in connection with the sale of all or a substantial portion of Tenant’s assets or those of its operating division, (iii) in connection with the sale of a majority or more of the outstanding equity of Tenant, or (iv) to any affiliate, parent or subsidiary of Tenant. The public sale or transfer of the equity of Tenant shall not assign or sublet be deemed an assignment. Tenant shall not assign, sublet, mortgage, pledge, encumber or otherwise transfertransfer (collectively referred to as "Transfer") this Lease or its rights hereunder in a single store transaction without Landlord's prior written consent, voluntarily or involuntarily, the whole or any part of the Premises or this Lease, without the consent of the Landlord, which consent shall not be unreasonably withheld or delayed, provided the Tenant shall give Landlord written notice of the terms of the assignment, sublease or transfer and that the proposed assignee, sublessee or transferree is of good reputation and financial condition and its proposed use is permitted by all applicable by-laws and regulations, such proposed use is substantially identical subject to the Permitted Use other terms and do not involve the handling, storage, or generation provisions of Hazardous Substances, excluding from the foregoing nominal amounts of Hazardous Substances used in cleaning and provided further that Tenant shall pay all reasonable legal and other fees incurred by Landlord in connection with reviewing and approving any such assignment, sublease or transferthis Paragraph 15. Notwithstanding such consentTransfer, Tenant and Guarantors under the Lease shall remain fully liable to Landlord for the payment of all Rent rent and for the full performance of the covenants and conditions of this Lease. It shall also be Without limiting the foregoing, Landlord and Tenant agree that Landlord may withhold its consent to any proposed Transfer to a condition of the validity of the assignment that the assignee agree directly with Landlordtransferee ("Transferee") who, or is not deemed by Landlord in form satisfactory to Landlordits reasonable business judgment, to be bound an acceptable credit risk. In addition, if required in the Landlord's reasonable judgment, any Transferee shall, by valid written instrument, expressly assume for itself and its successors and assigns, and for the benefit of Landlord, all of the obligations of Tenant obligations under this Lease. The acceptance Any request by Tenant for Landlord's consent to a Transfer shall include (i) the name of the proposed Transferee; (ii) the nature of its business and proposed use of the Premises; (iii) complete information as to the financial condition and standing of the proposed Transferee; and (iv) the terms and conditions of the proposed transfer. Tenant shall promptly supply such additional information about the proposed Transfer and Transferee as the Landlord reasonably requests. Landlord shall also have the right to meet and interview the proposed Transferee. In the event Landlord consents to such Transfer any rent to be paid by the Landlord Transferee which is in excess of the rent set forth in the Lease, shall be shared equally between Tenant and Landlord, after deduction of reasonable expenses of subletting such as, and without implied limitation, brokerage commissions, legal fees, leasehold improvements, and rent incentives. For purposes of this grammatical paragraph, the term "rent" shall mean all fixed rent, additional rent or other payment and/or consideration payable hereunder or in connection with such assignment or sublease, as applicable. Landlord shall advise Tenant in writing whether or not it consents to a proposed Transfer within ten (10) days of Rent receiving Tenant's request for such consent and such accompanying information. In the event such consent is withheld, Landlord shall specify the reasons therefore in detail. Any transfer consented to herein shall not constitute release Tenant or Guarantor from its obligations of the consent Lease. Consent by the Landlord Landlord, whether express or implied, to any such assignment, sublease or transfer nor Transfer shall the same not constitute a waiver of Landlord's right to prohibit any right or remedy of the Landlordsubsequent Transfer. Without limitation of the rights of Landlord hereunder in respect thereto, if there is any assignment of this Lease by Tenant for consideration or a subletting of the whole of the Premises by Tenant at a rent which exceeds the rent payable hereunder by Tenant, or if there is a subletting of a portion of the Premises by Tenant at a rent in excess of the subleased portion’s pro rata share of the rent payable hereunder by Tenant, then Tenant shall pay to Landlordreimburse Landlord for its reasonable, as additional rent, forthwith upon Tenant’s receipt of the consideration (or the cash equivalent thereof) therefor, in the case of an assignment, and/or in the case of a subletting, One Hundred (100%) percent of such excess rent. For the purposes of this Section 13, the term “rent” shall mean all Base Rent, Additional Rent or out-of-pocket legal and other payments and/or consideration payable by one party to the other for the use and occupancy of all or a portion of the Premises. Notwithstanding anything to the contrary herein contained, Tenant shall have the right, without obtaining Landlord’s consent or providing any excess rent to Landlord, to assign, sublet or transfer all or any part of the Premises or this Lease to (a) an Affiliated Entity (hereinafter defined) so long as such entity remains in such relationship to Tenant, and (b) a Successor, provided that prior to or simultaneously with any such transfer, such Affiliated Entity or Successor, as the case may be, agrees directly with Landlord, in form satisfactory to Landlord, to be bound by all Tenant obligations under this Lease. For the purposes hereof, an “Affiliated Entity” shall be defined as any entity which is controlled by, is under common control with, or which controls Tenant. For the purposes hereof, a “Successor” shall be defined as any entity into or with which Tenant is merged or with which Tenant is consolidated or which acquires all or substantially all of Tenant’s stock or assets, provided that the surviving entity shall have a net worth at least as great as Tenant’s upon execution of this Lease. At Tenant’s request and Tenant’s sole cost and expense, Landlord shall execute such commercially reasonable documents and instruments as Tenant may reasonably request expenses in connection with a Transferany request for consent under this Paragraph 15.

Assignment Subleasing. The A. Tenant shall not assign or assign, sublet or otherwise transfer, voluntarily or involuntarily, license the whole or any part or use of the Premises nor otherwise permit the use or this Lease, without the consent occupancy of all or any of the Premises by other than the Tenant signing this Lease without Landlord’s prior written consent, which consent shall not be unreasonably withheld or delayed, provided determined consistent with the Tenant shall give Landlord written notice Permitted Use and based upon Landlord’s determination of the terms business plan, adequacy of the assignment, sublease or transfer financial condition and that clear business history of the proposed assignee, sublessee sublessee, licensee or transferree is user. In the event of good reputation a proposed assignment, financial statements, supporting data and credit references of the proposed assignee and its majority principals requested by Landlord shall be delivered to Landlord, and Landlord will not unreasonably withhold, condition or delay its consent provided, however, Landlord may withhold its consent for reasonable cause or if the proposed assignee’s creditworthiness, financial condition and its proposed use or business history is permitted by all applicable by-laws and regulations, such proposed use is substantially identical not reasonably satisfactory to the Permitted Use and do not involve the handling, storageLandlord, or generation of Hazardous Substances, excluding from if the foregoing nominal amounts of Hazardous Substances used in cleaning and provided further that Tenant shall pay all reasonable legal and other fees incurred by Landlord in connection with reviewing and approving any such proposed assignment, sublease subletting or transferlicensing is otherwise not in compliance with the terms of this Section 12. Notwithstanding such consent, Tenant shall remain fully liable to Landlord for the payment of all Rent rent and for the full performance of the all agreements, covenants and conditions of this LeaseLease required of Tenant. It shall also be a condition Transfer of more than 49% of the validity ownership or control of Tenant’s business shall constitute an assignment. No assignment or subleasing shall be permitted unless the Yearly Fixed Rent to be paid by the proposed assignee or sublessee is at least equal to the Yearly Fixed Rent payable by Tenant to Landlord hereunder, except that Tenant may allow a customary then market rental concession not exceeding three (3) months. Notwithstanding the foregoing, at Tenant’s request, so long as Landlord does not then have available comparable size space (within fifteen percent (15%) more or less of the space proposed to be sublet) in the Building, the proposed sublet Yearly Fixed Rent will be not less than Twenty-Four ($24,00) Dollars per square foot (provided Tenant may allow a customary then market rental concession, not exceeding three (3) months if the sublease is for a period less than four (4) Landlord Initial Tenant Initial years, and not exceeding six (6) months if the sublease is for a period in excess of four (4) years). In the event of an assignment or subleasing, fifty (50%) percent of the excess of the rent and other compensation collectible by Tenant over the sum of (i) the Yearly Fixed Rent and Additional Rent due from Tenant under this Lease, and (ii) the reasonable expenses of Tenant in connection with said assignment or subleasing (including brokerage fees, legal fees, improvement costs and/or allowances and review fees/expenses payable to Landlord) amortized over the term of the assignment that or sublease, shall be remitted to Landlord as Additional Rent as and when first received by Tenant; and, to the extent a sublease is for less than all the Premises, then the foregoing determination shall be based on a proportional square foot calculation by Landlord. Tenant shall not solicit any other tenant or occupant in the Building or their affiliates (“Building Occupant”) for the letting of all or any portion of the Premises as a sublessee, assignee agree directly with Landlordor otherwise, provided, however, in form satisfactory to Landlordthe event a Building Occupant approaches Tenant for the purpose of subletting all or any portion of the Premises (the “Sublease Space”), to be bound by all Tenant obligations under this Lease. The acceptance by the shall immediately notify Landlord of the payment of Rent shall not constitute the consent by the Building Occupant’s interest (“Sublet Interest Notice”) to enable Landlord to any such assignmentitself negotiate with the Building Occupant to enter into a lease for the Sublease Space directly with Landlord on terms and conditions acceptable to Landlord in its sole discretion. In the event Landlord intends to negotiate or is able to enter into a direct leasing arrangement with the Building Occupant with respect to the Sublease Space, sublease or transfer nor Landlord shall the same constitute a waiver of any right or remedy so notify Tenant within sixty (60) days after Landlord’s receipt of the Sublet Interest Notice from Tenant, and in such event, within thirty (30) days after Landlord’s written request therefor, Landlord and Tenant will enter into an early termination agreement with respect to the Sublease Space on terms mutually acceptable to Landlord and Tenant, and Tenant shall vacate the Sublease Space and leave it in the condition required for surrender under the terms of the Lease, unless otherwise agreed by Landlord. Without limitation In the event Landlord has not notified Tenant that Landlord has or intends to enter into a direct leasing arrangement for the Sublease Space with the Building Occupant within sixty (60) days after receipt of the rights of Landlord hereunder in respect thereto, if there is any assignment of this Lease by Tenant for consideration or a subletting of Sublet Interest Notice from the whole of the Premises by Tenant at a rent which exceeds the rent payable hereunder by Tenant, or if there is a subletting of a portion of Landlord notifies Tenant that it has elected not to negotiate directly with the Premises by Tenant at a rent in excess of Building Occupant with respect to the subleased portion’s pro rata share of the rent payable hereunder by TenantSublease Space, then Tenant shall pay have the right to Landlordenter into a sublease agreement directly with the Building Occupant for the Sublease Space, as additional rent, forthwith upon Tenant’s receipt of provided Tenant otherwise complies with the consideration (or the cash equivalent thereof) therefor, in the case of an assignment, and/or in the case of a subletting, One Hundred (100%) percent of such excess rent. For the purposes terms of this Section 13, the term “rent” shall mean all Base Rent, Additional Rent or other payments and/or consideration payable by one party to the other 12. No request for the use and occupancy of all or a portion of the Premises. Notwithstanding anything to the contrary herein contained, Tenant shall have the right, without obtaining Landlord’s consent or providing any excess rent to Landlord, to assign, sublet or transfer all or any part of the Premises or this Lease to (a) an Affiliated Entity (hereinafter defined) so long as such entity remains in such relationship to Tenant, and (b) a Successor, provided that prior to or simultaneously with any such transfer, such Affiliated Entity assignment or Successor, as the case may be, agrees directly with Landlord, in form sublease will be considered unless written assurances reasonably satisfactory to Landlord, Landlord are received to assure Landlord that it will be bound by all Tenant obligations under this Lease. For reimbursed its reasonable third party costs incurred in connection with the purposes hereof, an “Affiliated Entity” shall be defined as any entity which is controlled by, is under common control with, or which controls Tenant. For the purposes hereof, a “Successor” shall be defined as any entity into or with which Tenant is merged or with which Tenant is consolidated or which acquires all or substantially all processing of Tenant’s stock request, including reasonable legal fees, whether or assets, provided that the surviving entity shall have a net worth at least as great as Tenant’s upon execution of this Lease. At Tenant’s request and Tenant’s sole cost and expense, Landlord shall execute such commercially reasonable documents and instruments as Tenant may reasonably request in connection with a Transfernot consent is ultimately forthcoming.

Assignment Subleasing. The 14.1 Tenant shall not assign not, voluntarily, by operation of law, or sublet or otherwise otherwise, assign, transfer, voluntarily mortgage, pledge or involuntarily, encumber this Lease or sublease the whole 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. Any attempt to do any of the Premises 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 11 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) deny such consent, or (ii) grant such consent subject to Landlord's approval of the assignee, transferee, subtenant or mortgagee, or (iii) elect to terminate this Lease, without the consent of the Landlord, which consent shall not be unreasonably withheld or delayed, provided the Tenant shall give Landlord written notice of the terms of the assignment, sublease or transfer and that the proposed assignee, sublessee or transferree is of good reputation and financial condition and its proposed use is permitted by all applicable by-laws and regulations, such proposed use is substantially identical (iv) suspend this Lease as to the Permitted Use and do not involve the handling, storage, or generation of Hazardous Substances, excluding from the foregoing nominal amounts of Hazardous Substances used in cleaning and provided further that Tenant shall pay all reasonable legal and other fees incurred space to be affected by Landlord in connection with reviewing and approving any such assignment, sublease or transfer. Notwithstanding other event specified above for the duration specified by Tenant in its notice, in which event Tenant will be relieved of all obligations hereunder as to such consentspace during such suspension, including a suspension of the rent hereunder in proportion to the portion of the Leased Premises affected thereby (but after said suspension, if the suspension is not for the full term hereof, Tenant shall remain fully once again become liable to Landlord for the payment of all Rent and for the full performance of the covenants and conditions of this Lease. It shall also be a condition of the validity of the assignment that the assignee agree directly with Landlord, in form satisfactory to Landlord, to be bound by all Tenant obligations under this Lease. The acceptance by the Landlord of the payment of Rent shall not constitute the consent by the Landlord to any such assignment, sublease or transfer nor shall the same constitute a waiver of any right or remedy of the Landlord. Without limitation of the rights of Landlord hereunder in respect thereto, if there is any assignment of this Lease by Tenant for consideration or a subletting of the whole of the Premises by Tenant at a rent which exceeds the rent payable hereunder by Tenant, or if there is a subletting of a portion of the Premises by Tenant at a rent in excess of the subleased portion’s pro rata share of the rent payable hereunder by Tenant, then Tenant shall pay to Landlord, as additional rent, forthwith upon Tenant’s receipt of the consideration (or the cash equivalent thereof) therefor, in the case of an assignment, and/or in the case of a subletting, One Hundred (100%) percent of such excess rent. For the purposes of this Section 13, the term “rent” shall mean all Base Rent, Additional Rent or other payments and/or consideration payable by one party to the other for the use and occupancy of all or a portion of the Premises. Notwithstanding anything to the contrary herein contained, Tenant shall have the right, without obtaining Landlord’s consent or providing any excess rent to Landlord, to assign, sublet or transfer all or any part of the Premises or this Lease to (a) an Affiliated Entity (hereinafter defined) so long as such entity remains in such relationship to Tenant, and (b) a Successor, provided that prior to or simultaneously with any such transfer, such Affiliated Entity or Successor, as the case may be, agrees directly with Landlord, in form satisfactory to Landlord, to be bound by all Tenant obligations under this Lease. For the purposes hereof, an “Affiliated Entity” shall be defined as any entity which is controlled by, is under common control with, or which controls Tenant. For the purposes hereof, a “Successor” shall be defined as any entity into or with which Tenant is merged or with which Tenant is consolidated or which acquires all or substantially all of Tenant’s stock or assets, provided that the surviving entity shall have a net worth at least as great as Tenant’s upon execution of this Lease. At Tenant’s request and Tenant’s sole cost and expense, Landlord shall execute such commercially reasonable documents and instruments as Tenant may reasonably request in connection with a Transferapplicable space).

Assignment Subleasing. The Tenant LESSEE shall not have the right to assign or pledge this Lease or to sublet or otherwise transfer, voluntarily or involuntarily, the whole or any part of the Premises whether voluntarily or this Leaseby operation of law, or permit the use or occupancy of the Premises by anyone other than LESSEE, and shall not make, suffer or permit such assignment, subleasing or occupancy without the prior written consent of the LandlordLESSOR, which such consent shall not to be unreasonably withheld withheld, conditioned or delayed, provided the Tenant and said restrictions shall give Landlord written notice be binding upon any and all assignees of the terms Lease and subtenants of the assignment, sublease or transfer and that the proposed assignee, sublessee or transferree is of good reputation and financial condition and its proposed use is permitted by all applicable by-laws and regulations, such proposed use is substantially identical Premises. If LESSOR elects to the Permitted Use and do not involve the handling, storage, or generation of Hazardous Substances, excluding from the foregoing nominal amounts of Hazardous Substances used in cleaning and provided further that Tenant shall pay all reasonable legal and other fees incurred by Landlord in connection with reviewing and approving any such assignment, sublease or transfer. Notwithstanding grant such consent, Tenant LESSEE shall remain fully liable to Landlord LESSOR for the payment of all Rent rent and for the full performance of the covenants and conditions of this Lease. It In connection with any request by LESSEE for consent to an assignment or sublet, LESSEE shall also be submit to LESSOR, in writing, a condition statement containing the name of the validity proposed assignee, subtenant or other third party, such information as to its financial responsibility and standing as LESSOR may reasonably require, and all of the terms and provisions upon which the proposed transaction is to take place. If the rent received by LESSEE on account of a proposed assignment that or sublease exceeds the assignee agree directly with LandlordYearly Fixed Rent and Additional Rent, in form satisfactory allocated to Landlord, to be bound by all Tenant obligations under this Lease. The acceptance by the Landlord of the payment of Rent shall not constitute the consent by the Landlord space subject to any such assignmentsublease in the proportion of the area of such space to the area of the entire leased Premises, sublease plus actual out of-pocket expenses incurred by LESSEE in connection therewith, including brokerage commissions and the cost of preparing such space for occupancy, LESSEE shall pay to LESSOR one hundred percent (100%) of such excess, monthly as received by LESSEE. LESSEE shall reimburse LESSOR promptly, as Additional Rent, for reasonable legal and other expenses incurred by LESSOR in connection with any request by LESSEE for any consent required under the provisions of this Article. The listing of any name other than that of LESSEE, whether on the doors of the leased Premises or transfer nor on the Building directory, or otherwise, shall not operate to vest any right or interest in this Lease or in the same constitute leased Premises or be deemed to be the written consent of LESSOR mentioned in this Article, it being expressly understood that any such listing is a privilege extended by LESSOR revocable at will by written notice to LESSEE. If this Lease be assigned, or if the leased Premises or any part thereof be sublet or occupied by anybody other than LESSEE, LESSOR may at any time and from time to time, collect rent and other charges from the assignee, subtenant or occupant, and apply the net amount collected to the Rent and other charges herein reserved, but no such collection shall be deemed a waiver of any right this covenant, or remedy the acceptance of the Landlord. Without limitation of the rights of Landlord hereunder in respect theretoassignee, if there is any assignment of this Lease by Tenant for consideration subtenant or occupant as a tenant, or a release of LESSEE from the further performance by LESSEE of covenants on the part of LESSEE herein contained. The consent by LESSOR to an assignment or subletting or occupancy shall not in any way be construed to relieve LESSEE from obtaining the express consent in writing of LESSOR to any further assignment or subletting or occupancy. LESSEE shall remain fully and primarily liable for all its obligations hereunder notwithstanding any assignment, subletting or occupancy. In the whole event that LESSEE shall desire to enter into an assignment or sublease to any party other than an Affiliate, then LESSEE shall give LESSOR notice thereof and LESSOR may elect to recapture such space from LESSEE by giving notice to LESSEE of such election not later than fifteen (15) days after receiving notice of such sublease or assignment from LESSEE. In the Premises by Tenant at a rent which exceeds event that LESSOR shall not elect so to recapture such space for any reason, then LESSEE may enter into such assignment or sublease within one hundred eighty (180) days after LESSOR has elected not to recapture such space on terms and conditions not materially more favorable to the rent payable hereunder by Tenantassignee or subtenant than those set forth in the notice to LESSOR. If LESSEE shall not so enter into such assignment or, sublease, or if there is a subletting of a after LESSOR has elected not to recapture such space, LESSEE shall alter the terms and conditions thereof to make them materially more favorable as aforesaid, LESSEE shall again notify LESSOR and LESSOR shall have an additional fifteen (15) days within which to elect to recapture such space. In the event that LESSOR recaptures such space from LESSEE, LESSOR and LESSEE shall execute an amendment terminating this Lease as to that portion of the Premises which is recaptured by Tenant LESSOR, and such termination shall be effective upon the execution of such amendment and the vacating of such space in the condition required by Section 20 hereof by LESSEE and LESSEE shall have no further liability for rent or other liabilities accruing under the Lease for such recaptured space after the date of such termination (but neither party shall be released from obligations to the other existing as of the day preceding such termination). LESSOR shall not unreasonably withhold or delay its consent to a subletting or assignment requested by LESSEE, provided that: (i) in LESSOR's reasonable judgment, the business of the proposed subtenant or assignee or the proposed use of the Premises will not adversely affect the reputation or image of the Building (subleases or assignments for governmental uses, for medical or dental offices or for health or fitness facilities being examples of businesses or uses which may adversely affect the Building's reputation or image as a first class office building); (ii) the total number of tenants (including LESSEE) occupying any floor within the Premises at any one time shall not exceed three (3), which number shall be prorated for partial floors; (iii) such sublease(s) shall not, in the aggregate, cover more than 25% of the Rentable Area of the Premises; (iv) the rent to be derived by such sublease or assignment is payable monthly at a rent in excess fixed rate or at a rate which is determinable from the terms of the subleased portion’s pro rata share sublease or assignment and not based on the net or gross income or profits derived by such subtenant assignee from the Premises;(v) the proposed subtenant or assignee is a reputable party of financial worth and stability sufficient in the LESSOR's sole and reasonable judgment to perform its obligations pursuant to a sublease or assignment, and would not impose a greater load upon the Premises, and the Building Services (such as janitorial and security services, if any) than is imposed by LESSEE; (vi) the sublease or assignment agreement requires payment of the rent payable and other amounts as required of LESSEE hereunder with respect to the space being sublet or assigned which are in no event less than that being offered by Tenant, then Tenant shall pay to Landlord, as additional rent, forthwith upon Tenant’s receipt of the consideration (or the cash equivalent thereof) therefor, LESSOR for similar space in the case of an assignmentBuilding under Leases then being or recently negotiated; (vii) the proposed subtenant or assignee (nor any person which, and/or in the case of a sublettingdirectly or indirectly controls, One Hundred (100%) percent of such excess rent. For the purposes of this Section 13, the term “rent” shall mean all Base Rent, Additional Rent or other payments and/or consideration payable by one party to the other for the use and occupancy of all or a portion of the Premises. Notwithstanding anything to the contrary herein contained, Tenant shall have the right, without obtaining Landlord’s consent or providing any excess rent to Landlord, to assign, sublet or transfer all or any part of the Premises or this Lease to (a) an Affiliated Entity (hereinafter defined) so long as such entity remains in such relationship to Tenant, and (b) a Successor, provided that prior to or simultaneously with any such transfer, such Affiliated Entity or Successor, as the case may be, agrees directly with Landlord, in form satisfactory to Landlord, to be bound by all Tenant obligations under this Lease. For the purposes hereof, an “Affiliated Entity” shall be defined as any entity which is controlled by, or is under common control with, the proposed assignee and, or which controls Tenantsubtenant) is not then an occupant of any part of the Building and within the prior six (6) months, has not had negotiations with LESSOR to lease space in the Building; (viii) LESSEE is not then in default of its obligations under the Lease and (ix) LESSOR has been furnished with information sufficient to make a determination as to each of the foregoing requirements. For If LESSOR shall withhold such consent, it shall set forth in writing the purposes hereof, a “Successor” shall be defined as any entity into or with which Tenant is merged or with which Tenant is consolidated or which acquires all or substantially all of Tenant’s stock or assets, provided that the surviving entity shall have a net worth at least as great as Tenant’s upon execution of this Lease. At Tenant’s request and Tenant’s sole cost and expense, Landlord shall execute such commercially reasonable documents and instruments as Tenant may reasonably request in connection with a Transferreasons therefor.

Assignment Subleasing. The A. Tenant shall not assign or assign, sublet or otherwise transfer, voluntarily or involuntarily, license the whole or any part or use of the Premises nor otherwise permit the use or this Lease, without the consent occupancy of all or any of the Premises by other than the Tenant signing this Lease without Landlord’s prior written consent, which consent shall not be unreasonably withheld or delayed, provided determined consistent with the Tenant shall give Landlord written notice Permitted Use and based upon Landlord’s determination of the terms business plan, adequacy of the assignment, sublease or transfer financial condition and that clear business history of the proposed assignee, sublessee sublessee, licensee or transferree is user. In the event of good reputation a proposed assignment, financial statements, supporting data and credit references of the proposed assignee and its majority principals requested by Landlord shall be delivered to Landlord, and Landlord will not unreasonably withhold, condition or delay its consent provided, however, Landlord may withhold its consent for reasonable cause or if the proposed assignee’s creditworthiness, financial condition and its proposed use or business history is permitted by all applicable by-laws and regulations, such proposed use is substantially identical not reasonably satisfactory to the Permitted Use and do not involve the handling, storageLandlord, or generation of Hazardous Substances, excluding from if the foregoing nominal amounts of Hazardous Substances used in cleaning and provided further that Tenant shall pay all reasonable legal and other fees incurred by Landlord in connection with reviewing and approving any such proposed assignment, sublease subletting or transferlicensing is otherwise not in compliance with the terms of this Section 12. Notwithstanding such consent, Tenant shall remain fully liable to Landlord for the payment of all Rent rent and for the full performance of the all agreements, covenants and conditions of this LeaseLease required of Tenant. It shall also be a condition Transfer of more than 49% of the validity ownership or control of Tenant’s business shall constitute an assignment. No assignment or subleasing shall be permitted unless the Yearly Fixed Rent to be paid by the proposed assignee or sublessee is at least equal to the Yearly Fixed Rent payable by Tenant to Landlord hereunder, except that Tenant may allow a customary then market rental concession not exceeding three (3) months. Notwithstanding the foregoing, at Tenant’s request, so long as Landlord does not then have available comparable size space (within fifteen percent (15%) more or less of the space proposed to be sublet) in the Building, the proposed sublet Yearly Fixed Rent will be not less than Twenty-Four ($24,00) Dollars per square foot (provided Tenant may allow a customary then market rental concession, not exceeding three (3) months if the sublease is for a period less than four (4) years, and not exceeding six (6) months if the sublease is for a period in excess of four (4) years). In the event of an assignment or subleasing, fifty (50%) percent of the excess of the rent and other compensation collectible by Tenant over the sum of (i) the Yearly Fixed Rent and Additional Rent due from Tenant under this Lease, and (ii) the reasonable expenses of Tenant in connection with said assignment or subleasing (including brokerage fees, legal fees, improvement costs and/or allowances and review fees/expenses payable to Landlord) amortized over the term of the assignment that or sublease, shall be remitted to Landlord as Additional Rent as and when first received by Xxxxxx; and, to the extent a sublease is for less than all the Premises, then the foregoing determination shall be based on a proportional square foot calculation by Landlord. Tenant shall not solicit any other tenant or occupant in the Building or their affiliates (“Building Occupant”) for the letting of all or any portion of the Premises as a sublessee, assignee agree directly with Landlordor otherwise, provided, however, in form satisfactory to Landlordthe event a Building Occupant approaches Tenant for the purpose of subletting all or any portion of the Premises (the “Sublease Space”), to be bound by all Tenant obligations under this Lease. The acceptance by the shall immediately notify Landlord of the payment of Rent shall not constitute the consent by the Building Occupant’s interest (“Sublet Interest Notice”) to enable Landlord to any such assignmentitself negotiate with the Building Occupant to enter into a lease for the Sublease Space directly with Landlord on terms and conditions acceptable to Landlord in its sole discretion. In the event Landlord intends to negotiate or is able to enter into a direct leasing arrangement with the Building Occupant with respect to the Sublease Space, sublease or transfer nor Landlord shall the same constitute a waiver of any right or remedy so notify Tenant within sixty (60) days after Xxxxxxxx’s receipt of the Sublet Interest Notice from Tenant, and in such event, within thirty (30) days after Landlord’s written request therefor, Landlord and Tenant will enter into an early termination agreement with respect to the Sublease Space on terms mutually acceptable to Landlord and Tenant, and Tenant shall vacate the Sublease Space and leave it in the condition required for surrender under the terms of the Lease, unless otherwise agreed by Landlord. Without limitation In the event Landlord has not notified Tenant that Landlord has or intends to enter into a direct leasing arrangement for the Sublease Space with the Building Occupant within sixty (60) days after receipt of the rights of Landlord hereunder in respect thereto, if there is any assignment of this Lease by Tenant for consideration or a subletting of Sublet Interest Notice from the whole of the Premises by Tenant at a rent which exceeds the rent payable hereunder by Tenant, or if there is a subletting of a portion of Landlord notifies Tenant that it has elected not to negotiate directly with the Premises by Tenant at a rent in excess of Building Occupant with respect to the subleased portion’s pro rata share of the rent payable hereunder by TenantSublease Space, then Tenant shall pay have the right to Landlordenter into a sublease agreement directly with the Building Occupant for the Sublease Space, as additional rent, forthwith upon Tenant’s receipt of provided Tenant otherwise complies with the consideration (or the cash equivalent thereof) therefor, in the case of an assignment, and/or in the case of a subletting, One Hundred (100%) percent of such excess rent. For the purposes terms of this Section 13, the term “rent” shall mean all Base Rent, Additional Rent or other payments and/or consideration payable by one party to the other 12. No request for the use and occupancy of all or a portion of the Premises. Notwithstanding anything to the contrary herein contained, Tenant shall have the right, without obtaining Landlord’s consent or providing any excess rent to Landlord, to assign, sublet or transfer all or any part of the Premises or this Lease to (a) an Affiliated Entity (hereinafter defined) so long as such entity remains in such relationship to Tenant, and (b) a Successor, provided that prior to or simultaneously with any such transfer, such Affiliated Entity assignment or Successor, as the case may be, agrees directly with Landlord, in form sublease will be considered unless written assurances reasonably satisfactory to Landlord, Landlord are received to assure Landlord that it will be bound by all Tenant obligations under this Lease. For the purposes hereof, an “Affiliated Entity” shall be defined as any entity which is controlled by, is under common control with, or which controls Tenant. For the purposes hereof, a “Successor” shall be defined as any entity into or with which Tenant is merged or with which Tenant is consolidated or which acquires all or substantially all of Tenant’s stock or assets, provided that the surviving entity shall have a net worth at least as great as Tenant’s upon execution of this Lease. At Tenant’s request and Tenant’s sole cost and expense, Landlord shall execute such commercially reimbursed its reasonable documents and instruments as Tenant may reasonably request third party costs incurred in connection with a Transferthe processing of Xxxxxx’s request, including reasonable legal fees, whether or not consent is ultimately forthcoming.