Common use of Assignment and Other Transfers Clause in Contracts

Assignment and Other Transfers. Without Landlord’s prior written consent, which may not unreasonably be withheld, none of the following may occur (or be permitted by Tenant to occur), voluntarily, involuntarily, by operation of law, or otherwise (any of the following, a “Transfer”): any assignment, sublease, disposition, sale, concession, license, mortgage, encumbrance, hypothecation, pledge, collateral assignment, or other transfer, by Tenant of this Lease, any interest in this Lease, or all or any portion of the Premises. No Transfer releases or discharges Tenant from any liability, whether past, present, or future, under this Lease and Tenant continues to remain primarily liable under this Lease (and Tenant shall execute a guaranty of the transferee’s obligations in form and substance satisfactory to Landlord [a “Lease Guaranty"]). Tenant irrevocably assigns to Landlord, as security for Tenant’s obligations under this Lease, all rent and other amounts from any Transfer, and landlord, as assignee and as special attorney-in-fact for Tenant, or a receiver for Tenant appointed on Landlord’s application, may collect such rent and other amounts and apply them toward Tenant’s obligations under this Lease; except that, unless Tenant defaults under this Lease, Tenant may collect such rent and other amounts. Tenant shall promptly reimburse Landlord for Landlord’s reasonable costs (less any payment made by Tenant with Landlord as set forth above) of reviewing, consenting to, rejecting or consummating any proposed Transfer, including reasonable attorneys’ fees. Tenant shall promptly pay to Landlord one-half of all rents and other consideration, of whatever nature, payable by the transferee (or receivable by Tenant) pursuant to any Transfer, which exceeds (1) if a sublease of a portion of the Premises, the portion of the Basic Monthly Rent that is allocable to the portion of the Premises subleased (such allocation based on the area of the portion subleased), or (2) if any other Transfer, the Basic Monthly Rent, in each case after deduction of all of Tenant’s reasonable Transfer expenses (including leasing commissions, attorney’s fees and tenant improvements). Any provision in this Lease to the contrary notwithstanding, Landlord’s consent is not required for any of the following transfers (each of which shall be a “Permitted Transfer”): (a) to any person(s) or entity who controls, is controlled by or is under common control with the original Tenant executing this Lease, (b) to any entity resulting from the merger, consolidation or other reorganization with the original Tenant executing this Lease, whether or not Tenant is the surviving entity or (c) to any person or legal entity which acquires all or substantially all of the assets or stock of the original Tenant executing this Lease (each of the foregoing, a “Tenant Affiliate”); provided that before the transfer is effective, (x) the Tenant Affiliate must assume, in full, the obligations of Tenant under this Lease and Tenant shall execute a Lease Guaranty, (y) Landlord shall be given advance written notice of the transfer, and (z) the use of the Premises by the Tenant Affiliate must be as set forth in this Lease. For purposes of this Article 21, a public offering of Tenant stock is a Permitted Transfer and the term “control” means the power to direct or cause the direction of all management, affairs and policies of a person or entity.

Assignment and Other Transfers. Without Landlord’s 's prior written consent, which may not unreasonably be withheld, conditioned or delayed, none of the following may occur (or be permitted by Tenant to occur), voluntarily, involuntarily, by operation of law, or otherwise (any of the following, a “"Transfer”"): any assignment, sublease, disposition, sale, concession, license, mortgage, encumbrance, hypothecation, pledge, collateral assignment, or other transfer, by Tenant of this Lease, any interest in this Lease, or all or any portion of the Premises. No Transfer releases or discharges Tenant from any liability, whether past, present, or future, under this Lease and Tenant continues to remain primarily liable under this Lease (and Tenant shall must execute a guaranty of the transferee’s obligations in form and substance satisfactory or other instrument prescribed by Landlord to Landlord [a “Lease Guaranty"]ensure such continued liability). Tenant irrevocably assigns to Landlord, as security for Tenant’s obligations under this Lease, all rent and other amounts from any Transfer, and landlord, as assignee and as special attorney-in-fact for Tenant, or a receiver for Tenant appointed on Landlord’s application, may collect such rent and other amounts and apply them toward Tenant’s obligations under this Lease; except that, unless Tenant defaults under this Lease, Tenant may collect such rent and other amounts. Tenant shall promptly reimburse Landlord for Landlord’s 's actual, documented and reasonable costs (less any payment made by Tenant with Landlord as set forth above) of reviewing, consenting to, rejecting or consummating any proposed Transfer, including reasonable attorneys’ fees' fees (which costs and attorney's fees shall not exceed, in the aggregate, One Thousand Five Hundred Dollars ($1,500.00) in any one instance). Landlord shall notify Tenant of Landlord's consent or reasonable disapproval of any such Transfer within twenty (20) days after Landlord's receipt of the Transfer notice. Landlord's failure to respond to any such Transfer notice within such twenty (20) day period shall be deemed Landlord's approval of the Transfer. Notwithstanding the provisions of this Article 19 to the contrary, Tenant may assign this Lease or sublet the Premises or any portion thereof (herein, a "Permitted Transfer"), without Landlord's consent, to any holding company, corporation, association or entity which is or becomes a parent, subsidiary or affiliate of Tenant or any entity that controls, is controlled by or is under common control with Tenant, or to any entity resulting from a merger, consolidation or reorganization of Tenant, or to any person or entity that acquires all (or substantially all) of the stock or assets of Tenant's business as a going concern (a "Permitted Transferee"), provided that: (a) in the case of an assignment, the assignee assumes, in full, the obligations of Tenant, under this Lease pursuant to a commercially reasonable assumption agreement, a fully executed copy of which is delivered to Landlord within thirty (30) days following the effective date of such assignment or subletting; (b) such transferee has the financial capability to fulfill the obligation imposed by the assignment or sublease; (c) Tenant remains fully liable under this Lease (if the entity comprising Tenant exists after the Transfer) and executes a guaranty of this Lease in form and substance satisfactory to Landlord; (d) the use of the Premises is permitted under this Lease; and (e) such transaction is not entered into as a subterfuge to avoid the restrictions and provisions of this Article 19. Landlord specifically acknowledges and agrees that as of the date of this Lease, Tenant is a publicly held company whose stock is traded on a nationally recognized exchange and that under no circumstances shall any transfer of such stock over such exchange be deemed a Transfer for purposes of this Lease. Tenant shall promptly pay to Landlord one-half of all rents and other consideration, of whatever nature, payable by the transferee Proposed Transferee (or receivable by Tenant) pursuant to any Transfer, which exceeds (1) if a sublease of a portion of the Premises, the portion of the Basic Monthly Rent that is allocable to the portion of the Premises subleased (such allocation based on the area of the portion subleased), or (2) if any other Transfer, the Basic Monthly Rent, in each case after deduction of all of Tenant’s reasonable Transfer expenses (including leasing commissions, attorney’s fees and tenant improvements). Any provision in this Lease to the contrary notwithstanding, Landlord’s consent is not required for any of the following transfers (each of which shall be a “Permitted Transfer”): (a) to any person(s) or entity who controls, is controlled by or is under common control with the original Tenant executing this Lease, (b) to any entity resulting from the merger, consolidation or other reorganization with the original Tenant executing this Lease, whether or not Tenant is the surviving entity or (c) to any person or legal entity which acquires all or substantially all of the assets or stock of the original Tenant executing this Lease (each of the foregoing, a “Tenant Affiliate”); provided that before the transfer is effective, (x) the Tenant Affiliate must assume, in full, the obligations of Tenant under this Lease and Tenant shall execute a Lease Guaranty, (y) Landlord shall be given advance written notice of the transfer, and (z) the use of the Premises by the Tenant Affiliate must be as set forth in this Lease. For purposes of this Article 21, a public offering of Tenant stock is a Permitted Transfer and the term “control” means the power to direct or cause the direction of all management, affairs and policies of a person or entity.

Assignment and Other Transfers. Without Landlord’s prior written consent, which may not unreasonably be withheld, none of the following may occur (or be permitted by Tenant to occur), voluntarily, involuntarily, by operation of law, or otherwise (any of the following, a “Transfer”): any assignment, sublease, disposition, sale, concession, license, mortgage, encumbrance, hypothecation, pledge, collateral assignment, or other transfer, by Tenant of this Lease, any interest in this Lease, or all or any portion of the Premises. No Transfer releases or discharges Tenant from any liability, whether past, present, or future, under this Lease and Tenant continues to remain primarily liable under this Lease (and Tenant shall execute a guaranty of the transferee’s obligations in form and substance satisfactory to Landlord [a “Lease Guaranty"”]). Tenant irrevocably assigns to Landlord, as security for Tenant’s obligations under this Lease, all rent and other amounts from any Transfer, and landlord, as assignee and as special attorney-in-fact for Tenant, or a receiver for Tenant appointed on Landlord’s application, may collect such rent and other amounts and apply them toward Tenant’s obligations under this Lease; except that, unless Tenant defaults under this Lease, Tenant may collect such rent and other amounts. Tenant shall promptly reimburse Landlord for Landlord’s reasonable costs (less any payment made by Tenant with Landlord as set forth above) of reviewing, consenting to, rejecting or consummating any proposed Transfer, including reasonable attorneys’ fees. Tenant shall promptly pay to Landlord one-half of all rents and other consideration, of whatever nature, payable by the transferee (or receivable by Tenant) pursuant to any Transfer, which exceeds (1) if a sublease of a portion of the Premises, the portion of the Basic Monthly Rent that is allocable to the portion of the Premises subleased (such allocation based on the area of the portion subleased), or (2) if any other Transfer, the Basic Monthly Rent, in each case after deduction of all of Tenant’s reasonable Transfer expenses (including leasing commissions, attorney’s fees and tenant improvements). Any provision in this Lease to the contrary notwithstanding, Landlord’s consent is not required for any of the following transfers (each of which shall be a “Permitted Transfer”): (a) to any person(s) or entity who controls, is controlled by or is under common control with the original Tenant executing this Lease, (b) to any entity resulting from the merger, consolidation or other reorganization with the original Tenant executing this Lease, whether or not Tenant is the surviving entity or (c) to any person or legal entity which acquires all or substantially all of the assets or stock of the original Tenant executing this Lease (each of the foregoing, a “Tenant Affiliate”); provided that before the transfer is effective, (x) the Tenant Affiliate must assume, in full, the obligations of Tenant under this Lease and Tenant shall execute a Lease Guaranty, (y) Landlord shall be given advance written notice of the transfer, and (z) the use of the Premises by the Tenant Affiliate must be as set forth in this Lease. For purposes of this Article 21, a public offering of Tenant stock is a Permitted Transfer and the term “control” means the power to direct or cause the direction of all management, affairs and policies of a person or entity.