Common use of ASSIGN OR SUBLET Clause in Contracts

ASSIGN OR SUBLET. (A) Not to assign this Licence, sublet, part with or share possession of the Licensed Premises or any part thereof, (in each case, a “Transfer”) without the prior written consent of the Licensor, such consent not to be unreasonably withheld, delayed or conditioned. Consent may be conditioned upon written confirmation that the entirety of the Licensed Premises will continue to be used for the Contemplated Use. (B) Despite the foregoing, the Licensor acknowledges and agrees the Licensee may, without the Licensor’s consent, change the occupant of the Licensed Premises, in whole or in part, or sublicense or assign this Licence to any of the following (each shall be referred to herein as a “Permitted Transfer” to a “Permitted Transferee”), namely, any municipal, provincial or federal (in each case to the extent applicable) (i) governmental agency, board or commission, (ii) ministry, (iii) Crown corporation, or (iv) department or Person affiliated with the Licensee or its Service Providers, and the Licensee shall be released from all its liabilities and obligations hereunder in the event of an assignment or sublicence to a Permitted Transferee. The Licensor specifically acknowledges and agrees that the use or occupation of all or part of the Licensed Premises by any Permitted Transferee does not constitute an assignment or sublicence and does not require the Licensor’s consent provided the entirety of the Licensed Premises will continue to be used for the Contemplated Use. (C) If the Licensor’s consent is required for an assignment or sublicence, then the Licensor’s consent shall be deemed to have been given unless the Licensor notifies the Licensee in writing of the reasons for the Licensor’s disapproval within fifteen (15) days of receipt of the request. Notwithstanding anything to the contrary contained in this Licence, the Licensor shall be liable for any loss, damages, costs, and expenses incurred by the Licensee (including solicitors’ fees on a substantial indemnity basis) in respect thereof as a result of the Licensor unreasonably withholding or unduly delaying its consent to an assignment, subletting or other transfer proposed by the Licensee hereunder. The Licensor also acknowledges and agrees that, notwithstanding anything herein contained, the Licensee may, without the Licensor’s consent but upon notice to the Licensor, permit portions of the Licensed Premises to be used by the Licensee’s Service Providers. With respect to any assignment or sublease requiring the Licensor d’s consent, the Licensee will prepare and provide to the Licensor an assignment of licence or sublicence, as the case may be, on the Licensee’s standard form, duly executed by the assignee or sublicensee, as the case may be. (D) Notwithstanding anything herein contained, the Licensee shall have the right upon any Transfer by way of sublicence to direct all rent and other sums payable by the Permitted Transferee under such sublicence to the Licensor rather than to the Licensee; provided, however, that the Licensee shall continue to remain liable for all License Fees and other sums payable hereunder in respect of the Licensed Premises which are demised under such sublicence and, to the extent necessary, shall pay to the Licensor any shortfall in such fees or other sums in the event that the amounts paid by the Permitted Transferee are less than the amounts required to be paid. (E) Any consent by the Licensor to a Transfer shall not constitute a waiver of the necessity for such consent to any subsequent Transfer.

ASSIGN OR SUBLET. (A) Not to assign this Licence, sublet, part with or share possession of the Licensed Premises or any part thereof, (in each case, a “Transfer”) without the prior written consent of the Licensor, such consent not to be unreasonably withheld, delayed or conditioned. Consent may be conditioned upon written confirmation that the entirety of the Licensed Premises will continue to be used for the Contemplated Use. (B) Despite the foregoing, the Licensor acknowledges and agrees the Licensee may, without the Licensor’s consent, change the occupant of the Licensed Premises, in whole or in part, or sublicense or assign this Licence to any of the following (each shall be referred to herein as a “Permitted Transfer” to a “Permitted Transferee”), namely, any municipal, provincial or federal (in each case to the extent applicable) (i) governmental agency, board or commission, (ii) ministry, (iii) Crown corporation, or (iv) department or Person affiliated with the Licensee or its Service Providers, and the Licensee shall be released from all its liabilities and obligations hereunder in the event of an assignment or sublicence to a Permitted Transferee. The Licensor specifically acknowledges and agrees that the use or occupation of all or part of the Licensed Premises by any Permitted Transferee does not constitute an assignment or sublicence and does not require the Licensor’s consent provided the entirety of the Licensed Premises will continue to be used for the Contemplated Useconsent. (C) If the Licensor’s consent is required for an assignment or sublicence, then the Licensor’s consent shall be deemed to have been given unless the Licensor notifies the Licensee in writing of the reasons for the Licensor’s disapproval within fifteen (15) days of receipt of the request. Notwithstanding anything to the contrary contained in this Licence, the Licensor shall be liable for any loss, damages, costs, and expenses incurred by the Licensee (including solicitors’ fees on a substantial indemnity basis) in respect thereof as a result of the Licensor unreasonably withholding or unduly delaying its consent to an assignment, subletting or other transfer proposed by the Licensee hereunder. The Licensor also acknowledges and agrees that, notwithstanding anything herein contained, the Licensee may, without the Licensor’s consent but upon notice to the Licensor, permit portions of the Licensed Premises to be used by the Licensee’s Service Providers. With respect to any assignment or sublease requiring the Licensor d’s consent, the Licensee will prepare and provide to the Licensor an assignment of licence or sublicence, as the case may be, on the Licensee’s standard form, duly executed by the assignee or sublicensee, as the case may be. (D) Notwithstanding anything herein contained, the Licensee shall have the right upon any Transfer by way of sublicence to direct all rent and other sums payable by the Permitted Transferee under such sublicence to the Licensor rather than to the Licensee; provided, however, that the Licensee shall continue to remain liable for all License Fees and other sums payable hereunder in respect of the Licensed Premises which are demised under such sublicence and, to the extent necessary, shall pay to the Licensor any shortfall in such fees or other sums in the event that the amounts paid by the Permitted Transferee are less than the amounts required to be paid. (E) Any consent by the Licensor to a Transfer shall not constitute a waiver of the necessity for such consent to any subsequent Transfer.

ASSIGN OR SUBLET. (Aa) Not The Tenant may, from time to assign this Licencetime, sublet, part enter into subleases or licences of occupation with sublessees or share possession licensees for parts of the Licensed Premises for the following uses: (i) personal use of hangars; or (ii) commercial business related to aviation, but only if the specific uses are consistent with the purpose of a municipal air park and all applicable municipal, provincial and federal regulations, provided always that no such sublease or licence of occupation shall be valid and binding unless the approval in writing of the Landlord has been first had and obtained (in the Landlord’s sole discretion), and until the following conditions have been complied with: (iii) no sublease or licence of occupation shall be for a period (taking into account any renewals and extensions) which shall extend beyond one day before the expiration of the Term of this Lease; (iv) no sublease or licence of occupation shall release or relieve the Tenant from its obligations to perform all the terms, covenants and conditions that this Lease requires the Tenant to perform, or discharge the Tenant to or from any liability, whether past, present or future under this Lease, and the Tenant shall continue fully liable under this Lease and fully responsible to the Landlord for the Tenant’s sublease or licence of occupation; (v) each sublease or licence of occupation shall be expressly subject and subordinate to this Lease and to the rights of the Landlord under this Lease and shall terminate upon the termination of this Lease; (vi) the Tenant shall not make any sublease or licence of occupation of the Premises or any part thereof, (or parts thereof which in each case, legal effect would create a “Transfer”) without the prior written consent total assignment of the Licensor, such consent not to be unreasonably withheld, delayed or conditioned. Consent may be conditioned upon written confirmation that the entirety of the Licensed Premises will continue to be used for the Contemplated Use.this Lease; (Bvii) Despite the foregoingeach sublessee, the Licensor acknowledges and agrees the Licensee may, without the Licensor’s consent, change the licensee or occupant of the Licensed Premises, has agreed in whole or in part, or sublicense or assign this Licence to any of the following (each shall be referred to herein as a “Permitted Transfer” to a “Permitted Transferee”), namely, any municipal, provincial or federal (in each case to the extent applicable) (i) governmental agency, board or commission, (ii) ministry, (iii) Crown corporation, or (iv) department or Person affiliated writing with the Licensee or its Service ProvidersLandlord and the Tenant to comply with and be bound by all the applicable terms, covenants and conditions of this Lease, and the Licensee shall be released from all its liabilities and obligations hereunder in the event of an assignment conflict between the provisions of this Lease and the sublease or sublicence to a Permitted Transferee. The Licensor specifically acknowledges and agrees that licence of occupation, the use or occupation provisions of all or part of the Licensed Premises by any Permitted Transferee does not constitute an assignment or sublicence and does not require the Licensor’s consent provided the entirety of the Licensed Premises will continue to be used for the Contemplated Use.this Lease shall govern; and (Cviii) If the Licensor’s consent is required for an assignment or sublicence, then the Licensor’s consent shall be deemed to have been given unless the Licensor notifies the Licensee in writing of the reasons for the Licensor’s disapproval within fifteen (15) days of receipt of the request. Notwithstanding anything to the contrary contained in this Licence, the Licensor shall be liable for any loss, damages, costs, and expenses incurred by the Licensee (including solicitors’ fees on a substantial indemnity basis) in respect thereof as a result of the Licensor unreasonably withholding or unduly delaying its consent to an assignment, subletting or other transfer proposed by the Licensee hereunder. The Licensor also acknowledges and agrees that, notwithstanding anything herein contained, the Licensee may, without the Licensor’s consent but upon notice to the Licensor, permit portions of the Licensed Premises to be used by the Licensee’s Service Providers. With respect to any assignment or sublease requiring the Licensor d’s consent, the Licensee will prepare and provide to the Licensor an assignment of licence or sublicence, as the case may be, on the Licensee’s standard form, duly executed by the assignee or sublicensee, as the case may be. (D) Notwithstanding anything herein contained, the Licensee shall have the right upon any Transfer by way of sublicence to direct all rent and other sums payable by the Permitted Transferee under such sublicence to the Licensor rather than to the Licensee; provided, however, that the Licensee shall continue to remain liable for all License Fees and other sums payable hereunder in respect of the Licensed Premises which are demised under such sublicence and, to the extent necessary, Tenant shall pay to the Licensor any shortfall Landlord’s reasonable costs incurred in such fees or other sums in connection with the event that the amounts paid by the Permitted Transferee are less than the amounts required to be paidTenant’s request for consent. (E) Any consent by the Licensor to a Transfer shall not constitute a waiver of the necessity for such consent to any subsequent Transfer.