Common use of Assignment or Sublease by Tenant Clause in Contracts

Assignment or Sublease by Tenant. Tenant may not, voluntarily or by operation of law, assign or transfer this Lease, or sublease the whole or any part of the leased premises, or allow the whole or any part of the leased premises to be used or occupied by any other person or entity, without the prior written consent or Lessor. If Tenant is a corporation, then any transfer of this Lease by merger, consolidation or liquidation, or any change in ownership of the shares of voting stock so as to result in a change of the present effective voting control of Tenant by the person, persons and/or entity owning a majority of said shares on the date of this Lease, shall constitute an assignment of this Lease, and, as such, shall require the prior written consent of Lessor. The prior written consent of Lessor shall not be withheld unreasonably, but only if all of the following conditions are met: (a) proposed assignee or sublessee is financially responsible; (b) Tenant and any guarantors obligations pursuant to the Lease; (c) the minimum guaranteed annual rent, effective as of the effective date of such assignment or subleasing, shall become forthwith the greater of the following: the minimum guaranteed annual rent then applicable, or an amount equal to the average of the rent, including percentage rent, payable for the last two (2) lease years (or shorter period, if so required) immediately prior to the lease year of the proposed assigning or subleasing; and (d) the use of the leased premises remains the same as set forth on the Data Sheet, and does not conflict with an exclusive that Lessor might have granted since the date of this Lease. The foregoing to the contrary notwithstanding, Lessor shall have a period of sixty (60) days after notice by Tenant of the proposed assigning or subleasing to elect to terminate and cancel this Lease without further liability to Tenant.

Assignment or Sublease by Tenant. (a) Tenant may not, voluntarily or involuntarily, by operation of lawlaw or otherwise, assign assign, mortgage, pledge or otherwise transfer or encumber this LeaseLease or any interest therein, or sublease the whole or any part of the leased premises, or allow the whole or any part of the leased premises to be used or occupied by any other person or entityPremises, without the prior written consent or Lessorof Landlord. If Tenant is a corporation, then any transfer of this Lease by Any merger, consolidation consolidation, reorganization, liquidation or liquidationdissolution of Tenant, or any change in ownership of the shares of voting stock so as to result or other ownership interests in Tenant which results in a change of either the present effective voting control or the majority ownership of Tenant by the person, persons and/or entity owning a majority of said shares from that existing on the date of this LeaseLease or from that hereafter consented to by Landlord, shall constitute an assignment of this Lease, and, as such, and shall require the prior written consent of Lessor. The Landlord. (b) Subject to Section 9.01(d), the prior written consent of Lessor Landlord to any such proposed assignment, transfer or sublease shall not be withheld unreasonably, but only if all (i) the proposed assignee or subtenant is creditworthy considering the obligations to be assumed under this Lease and any applicable sublease; (ii) the proposed assignment or sublease is for a Permitted Use substantially similar to the use being made of the following conditions are met: Premises by Tenant, (aiii) in the case of a sublease, Tenant and any Guarantor acknowledge in writing that they will remain liable for the performance of all obligations pursuant to this Lease, and in the case of an assignment, Tenant and any Guarantor execute a guaranty of the assignee's performance under this Lease in form and substance satisfactory to Landlord; (iv) no Default shall be in existence at the time of the request for consent or at the time of the assignment or sublease; (v) the proposed assignee or sublessee is financially responsiblenot a governmental entity, a present tenant in the Building, a person or entity with whom Landlord has negotiated for space in the Building during the prior twelve (12) months, or a person or entity whose tenancy in the Building would violate any exclusivity arrangement which Landlord has with any other tenant; and (bvi) Tenant and if the consent of any guarantors obligations pursuant Mortgagee to the Lease; (c) the minimum guaranteed annual rent, effective as of the effective date of such assignment or subleasingsublease is required, shall become forthwith the greater of the following: the minimum guaranteed annual rent then applicablesuch consent has been obtained at Tenant's expense. IF THE FOREGOING CONDITIONS ARE NOT SATISFIED, or an amount equal to the average of the rent, including percentage rent, payable for the last two (2) lease years (or shorter period, if so required) immediately prior to the lease year of the proposed assigning or subleasing; and (d) the use of the leased premises remains the same as set forth on the Data Sheet, and does not conflict with an exclusive that Lessor might have granted since the date of this Lease. The foregoing to the contrary notwithstanding, Lessor shall have a period of sixty (60) days after notice by Tenant of the proposed assigning or subleasing to elect to terminate and cancel this Lease without further liability to TenantLANDLORD'S CONSENT TO THE PROPOSED ASSIGNMENT OR SUBLEASE MAY BE WITHHELD IN LANDLORD'S SOLE AND ABSOLUTE DISCRETION.