Common use of ASSIGNMENT OR UNDERLETTING Clause in Contracts

ASSIGNMENT OR UNDERLETTING. 5.1 Subtenant shall not (a) assign this Sublease, nor (b) permit this Sublease to be assigned by operation of law or otherwise, nor (c) underlet all or any desk space therein to be occupied by any person(s) other than employees of Sub tenant, without first obtaining: (a) Overlandlord's consent and all other required consents to such assignment or subletting as set forth in and pursuant to the Over▇▇▇▇▇, ▇▇d (b) Sublandlord's consent. 5.2 Notwithstanding anything hereinbefore contained in Section 5.1 hereof, in the event Subtenant desires Sublandlord's consent to an assignment of this Sublease or an underletting of all of the Premises, if consent to such transfer is required, Subtenant by notice in writing (a) shall notify Sublandlord of the name of 'the proposed assignee or undertenant, furnish such information as to the proposed assignee's or undertenant's financial responsibility and standing as Sublandlord may reasonably require, and advise Sublandlord of the covenants, agreements, terms, provisions and conditions contained in the proposed assignment or underlease and (b) shall offer to vacate the Premises and to surrender the same to Sublandlord as of a date (hereafter called the "Surrender Date") specified in said offer which shall be the last day of any calendar month during the term hereof, provided. however, that the Surrender Date shall be the effective date of the proposed assignment or the commencement date of the term of the proposed underlease. If Sublandlord accepts such offer, Subtenant shall surrender to Sublandlord, effective as of the Surrender Date, all Subtenant's right, title and interest in and to the entire Premises. If the Premises be so surrendered by Subtenant, this Sublease shall be canceled and terminated as of the Surrender Date with the same force and effect as if the Surrender Date were the date hereinbefore specified for the expiration of the full terra of this Sublease, and Subtenant shall not be obligated for any costs which accrue after the Surrender Date unless such costs are caused by Subtenant's acts. 5.3 In the event Sublandlord does not accept such offer of Subtenant referred to in Section 5.2 hereof, Sublandlord covenants not to unreasonably withhold, condition or delay its consent to such proposed assignment or undertaking, by Subtenant of the Premises to the proposed assignee or undertenant on said covenants, agreements, terms, provisions and conditions set forth in notice to Sublandlord referred to in clause (a) of the first sentence of Section 5.2 hereof; provided, however, that Sublandlord shall not in any event be obligated to consent to any such proposed assignment or underletting unless: (a) the proposed assignee or undertenant is of a financial standing and is engaged in a business and the Premises will be used in a manner which is in keeping with the then standards of the Building; (b) the proposed assignee or undertenant is a reputable party; (c) Sublandlord shall have the right, upon prior written notice to Subtenant, to require Subtenant thereafter to pay to Sublandlord a sum equal to: (i) one half of any rent or other consideration paid to Subtenant by any undertenant which is in excess of the fixed annual rent and additional rent then being paid by Subtenant to Sublandlord pursuant to the terms of this Sublease; and (ii) one half of any other profit or gain realized by Subtenant (excluding profit made in connection with the sale of a business, e.g. goodwill) from any such assignment or underletting in connection with any underletting; all sums payable hereunder by Subtenant shall be paid to Sublandlord on a monthly basis as additional rent and, if requested by Sublandlord, Subtenant shall promptly enter into a written agreement with Sublandlord setting forth the amount of additional rent to be paid to Sublandlord pursuant to this Section; (d) there shall be no default by Subtenant under any of the terms, covenants and conditions of this Sublease beyond applicable cure periods at the time that Sublandlord's consent to any such assignment or underletting is requested and on the effective date of the assignment or the proposed underlease; (e) the proposed assignee or undertenant shall not be (i) a government or any subdivision of agency thereof, (ii) a school, college, university or education institution of any type, whether for profit or non-profit, (iii) a direct competitor of Sublandlord or (iv) an employment or recruitment agency; (f) such proposed underletting will result in there being no more than one (1) occupant of the Premises including Subtenant; (g) Subtenant shall reimburse Sublandlord for any reasonable expenses incurred in connection with the proposed assignment or underleage, including gall costs associated with the granting of consent. 5.4 Subtenant may, without Sublandlord's consent and without participation by Sublandlord in the assignment proceeds, assign its interest in this Sublease to: (a) an "Affiliate" (as hereinafter defined); (b) a successor corporation related to Subtenant by merger, consolidation, non-bankruptcy reorganization or government action or engage in a merger, consolidation on other reorganization of Subtenant; or (c) a purchaser of substantially all of Subtenant's assets related to the business being operated at the Premises, so long as the Affiliate and Subtenant combined under (a), the successor or the entity which continues as the Subtenant under (b), or the purchaser under (c) has a net worth equal to or -greater than the net worth of Subtenant on the date of the Sublease; provided in all such instances that the transferee assumes the obligations of the Subtenant in a writing delivered to Sublandlord and provided further that the transferor remains liable as a primary obligor for the obligations of Subtenant under this Sublease (excluding a transferor corporation which does not survive a merger or other reorganization). For the purpose of this Section 5.4, an "Affiliate" is a person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Subtenant. For the purpose of the foregoing definition, the term "control" means the ownership of fifty percent (50%) or more of the beneficial interest or voting power of the appropriate entity.

ASSIGNMENT OR UNDERLETTING. 5.1 Subtenant shall not (a) assign this Sublease, nor (b) permit this Sublease to be assigned by operation of law or otherwise, nor (c) underlet all or any portion of the Premises, nor (d) permit any desk space therein to be occupied by any person(s) other than employees of Sub tenant), without first obtaining: (a) Overlandlord's consent and all other required consents to such assignment or subletting as set forth in and pursuant to the Over▇▇▇▇▇, ▇▇d (b) Sublandlord's consent. 5.2 . Notwithstanding anything hereinbefore contained in Section SECTION 5.1 hereof, in the event Subtenant desires Sublandlord's consent to an assignment of this Sublease or an underletting of all of the Premises, if consent to such transfer is required, Subtenant by notice in writing (a) shall notify Sublandlord of the name of 'the proposed assignee or undertenant, furnish such information as to the proposed assignee's or undertenant's financial responsibility and standing as Sublandlord may reasonably require, and advise Sublandlord of the covenants, agreements, terms, provisions and conditions contained in the proposed assignment or underlease and (b) shall offer to vacate the Premises and to surrender Surrender the same to Sublandlord as of a date (hereafter called the "Surrender Date") specified in said offer which shall be the last day of any calendar month during the term hereof, provided. , however, that the Surrender Date shall not be earlier than the date occurring 120 days after the giving of such notice nor be later than the effective date of the proposed assignment or the commencement date of the term of the proposed underlease. If Sublandlord accepts may at its option accept such offer, offer by notice to Subtenant shall surrender to Sublandlord, effective as given within fifteen (15) business days after the receipt of the Surrender Date, all such notice from Subtenant's right, title and interest in and to the entire Premises. If the Premises be so surrendered by SubtenantSubtenant (without subletting or assigning this Sublease for the Premises), then in that event this Sublease shall be canceled and terminated as of the agreed Surrender Date with the same force and effect as if the agreed Surrender Date were the date hereinbefore specified for the expiration of the full terra term of this Sublease, and Subtenant shall not be obligated for any costs which accrue after the Surrender Date unless such costs are caused by Subtenant's acts. 5.3 5.2 In the event Sublandlord does not accept such offer of Subtenant referred to in Section 5.2 SECTION 5.1 hereof, Sublandlord covenants not to unreasonably withhold, condition or delay withhold its consent to such proposed assignment or undertaking, underletting by Subtenant of the Premises to the proposed assignee or undertenant on said covenants, agreements, terms, provisions and conditions set forth in notice to Sublandlord referred to in clause (a) of the first sentence of Section 5.2 SECTION 5.1 hereof; provided, however, that Sublandlord shall not in any event be obligated to consent to any such proposed assignment or underletting unless: (a) the proposed assignee or undertenant is of a financial standing and is engaged in a business and the Premises will be used in a manner which is in keeping with the then standards of the Building; (b) the proposed assignee or undertenant is a reputable party; (c) the assignment or underletting shall not have the effect (or give the utility company servicing the Building with electricity cause to claim) that Sublandlord may not service the Premises, or any part thereof, with electricity on a "rent inclusion" basis; (d) Sublandlord shall have the right, upon five (5) days prior written notice to Subtenant, to require Subtenant thereafter to pay to Sublandlord a sum equal to: to fifty percent (50%) of: (i) one half of any rent or other consideration paid to Subtenant by any undertenant which is in excess of the fixed annual rent and additional rent then being paid by Subtenant to Sublandlord pursuant to the terms of this Sublease; , and (ii) one half of any other profit or gain realized by Subtenant (excluding profit made in connection with the sale of a business, e.g. goodwill) from any such assignment or underletting in connection with any underletting, less Subtenant's reasonable and actual costs of subletting; all sums payable hereunder by Subtenant shall be paid to Sublandlord on a monthly basis as additional rent immediately upon receipt thereof by Subtenant and, if requested by Sublandlord, Subtenant shall promptly enter into a written agreement with Sublandlord setting forth the amount of additional rent to be paid to Sublandlord pursuant to this Section; (de) there shall be no default by Subtenant under any of the terms, covenants and conditions of this Sublease beyond applicable cure periods at the time that Sublandlord's consent to any such assignment or underletting is requested and on the effective date of the assignment or the proposed underlease; (ef) the proposed assignee or undertenant shall not be (i) a government or any subdivision of or agency thereof, (ii) a school, school college, university or education educational institution of any type, whether for profit or non-profit, (iii) a direct competitor of Sublandlord or (iv) an employment or recruitment agency, or (v) a telephone solicitation business. (g) Subtenant shall reimburse Sublandlord for any reasonable expenses that may be incurred by Sublandlord in connection with the proposed assignment or underlease, including without limitation the reasonable costs of making investigations as to the acceptability of a proposed assignee or undertenant and reasonable legal expenses incurred in connection with the granting of any requested consent to the assignment or underlease, such expenses not to exceed $1,000; (fh) such proposed underletting will result in there being no more than one (1) occupant of the Premises including Subtenant;. (g) Subtenant shall reimburse Sublandlord for any reasonable expenses incurred 5.3 Notwithstanding anything herein to the contrary, and provided that Overlandlord has approved of such use, use of the Premises by contractors or consultants of Subtenant, in connection with the proposed assignment or underleage, including gall costs associated with the granting of consent. 5.4 Subtenant may, without Sublandlord's consent and without participation by Sublandlord in the assignment proceeds, assign its interest in this Sublease to: (a) an "Affiliate" (as hereinafter defined); (b) a successor corporation related to Subtenant by merger, consolidation, non-bankruptcy reorganization or government action or engage in a merger, consolidation on other reorganization of Subtenant; or (c) a purchaser of substantially all of Subtenant's assets related to the business being operated at the Premises, so long as the Affiliate and Subtenant combined under (a), the successor shall not constitute a subletting or the entity which continues as the Subtenant under (b), or the purchaser under (c) has a net worth equal to or -greater than the net worth of Subtenant on the date of the Sublease; provided in all such instances that the transferee assumes the obligations of the Subtenant in a writing delivered to Sublandlord and provided further that the transferor remains liable as a primary obligor for the obligations of Subtenant under this Sublease (excluding a transferor corporation which does not survive a merger or other reorganization). For the purpose of this Section 5.4, an "Affiliate" is a person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Subtenant. For the purpose of the foregoing definition, the term "control" means the ownership of fifty percent (50%) or more of the beneficial interest or voting power of the appropriate entityassignment hereunder.