Common use of Assignments and Subleases Clause in Contracts

Assignments and Subleases. (a) Except as otherwise provided in this Section 9, the Tenant agrees to neither assign or in any way encumber this lease, nor to sublet the Demised Premises, or any part thereof, nor to permit the Demised Premises, or any part thereof, to be used by others, without obtaining the prior written consent of the Landlord in each instance, which will not be unreasonably withheld, conditional or delayed. (b) So long as no event of default shall have occurred and be continuing hereunder, the Tenant may assign this lease without the need for Landlord consent to any corporation into which the Tenant may be merged or with which the Tenant may be consolidated, or to which all or substantially all of the Tenant's assets shall be transferred, provided that such corporation shall have a net worth at least equal to that of the Tenant immediately prior to such merger, consolidation or transfer. The Tenant shall give notice to the Landlord of any assignment under this Section 9(b), and shall deliver to the Landlord an executed counterpart of the instrument effecting such assignment, together with an undertaking by any such corporation to agree to be bound by and to perform all of the Tenant's obligations hereunder. The Tenant shall pay to the Landlord fifty percent (50%) of all profit derived by the Tenant from such assignment or sublease in accordance with the provisions of Section 9(c) below. (c) In the event of an approved assignment or sublease, Landlord shall be entitled to receive 50% of the Profits actually received by Tenant pursuant to such approved sublease or assignment. Whenever Landlord is entitled to share in any excess income resulting from an assignment or sublease of the Demised Premises, the following shall constitute the definition of the Profits: Profits, as that term is used or described in the lease, shall mean the gross revenue received from the assignee or sublessee during the sublease term or during the assignment, less: (i) the gross revenue paid to Landlord by Tenant during the period of the sublease term or during the assignment; (ii) the gross revenue paid to Landlord by Tenant for all days the portion of the Demised Premises in question was vacated from the date that Tenant first vacated that portion of the Demised Premises until the date the assignee or sublessee was to pay rent; (iii) any improvement allowance or other economic concessions (planning allowance, moving expenses, etc.) paid; (iv) lease takeover payments; (v) costs of advertising the space for sublease or assignment; (vi) unamortized cost of initial and subsequent improvements to the Demised Premises by Tenant; and (vii) real estate brokerage commissions. (d) No assignment or subletting of this lease shall relieve the Tenant of any of the tenant's obligations under this lease.

Assignments and Subleases. (a) Except as otherwise provided in Tenant may not assign this Section 9, the Tenant agrees to neither assign or in any way encumber this lease, Lease nor to sublet the Demised Premises, or any part thereof, nor to permit the Demised Premises, or any part thereof, to be used by others, Leased Premises without obtaining the prior written consent of the Landlord in each instanceLandlord, which will consent shall not be unreasonably withheld, conditional or delayed. so long as (a) Landlord’s ground lessor and mortgagee consent and Tenant pays all costs associated with such consent; (b) So long the proposed user’s use of the Leased Premises will not adversely impact on other uses of the building and shall not result in increased wear and tear to the building or increased costs to Landlord; (c) the proposed user’s financial condition is equivalent to or better than that of Tenant at the time of entering into this Lease, as no event reasonably determined by Landlord; and (d) Tenant remains bound by all provisions of default shall have occurred this Lease. This provision applies to both assignments by operation of law and voluntary assignments. Any sale or other transfer of a controlling interest in Tenant in one or more transactions shall, for purposes of this paragraph, be continuing hereunder, deemed an assignment of this Lease unless the Tenant may assign this lease without transferee or purchaser continues the need for Landlord business in substantially the same manner. Landlord’s consent to any corporation into which the Tenant may be merged or with which the Tenant may be consolidated, or to which all or substantially all of the Tenant's assets shall be transferred, provided that such corporation shall have a net worth at least equal to that of the Tenant immediately prior to such merger, consolidation or transfer. The Tenant shall give notice to the Landlord of any assignment under this Section 9(b), and shall deliver to the Landlord an executed counterpart of the instrument effecting such assignment, together with an undertaking by any such corporation to agree to be bound by and to perform all of the Tenant's obligations hereunder. The Tenant shall pay to the Landlord fifty percent (50%) of all profit derived by the Tenant from such assignment or sublease in accordance with the provisions of Section 9(c) below. (c) In the event of an approved shall not be deemed a consent to any subsequent assignment or sublease, nor shall it constitute a waiver or release of Tenant from any Lease covenants or conditions, and Landlord shall be entitled to receive 50% of the Profits actually received by Tenant pursuant to such approved sublease or assignment. Whenever Landlord is entitled to share in any excess income resulting may collect rent and other payments direct from an assignee or subtenant without releasing Tenant from primary responsibility hereunder. Tenant shall pay Landlord all rent or other payments under any permitted assignment or sublease of the Demised Premisesshould such rent or payments exceed, on a per square foot basis, the following shall constitute the definition of the Profits: Profits, as that term is used or described in the lease, shall mean the gross revenue received from the assignee or sublessee during the sublease term or during the assignment, less: (i) the gross revenue paid to Landlord by Tenant during the period of the sublease term or during the assignment; (ii) the gross revenue paid to Landlord by Tenant for all days the portion of the Demised Premises in question was vacated from the date that Tenant first vacated that portion of the Demised Premises until the date the assignee or sublessee was to pay rent; (iii) any improvement allowance rent or other economic concessions (planning allowance, moving expenses, etc.) paid; (iv) lease takeover payments; (v) costs of advertising the space for sublease or assignment; (vi) unamortized cost of initial and subsequent improvements to the Demised Premises by Tenant; and (vii) real estate brokerage commissions. (d) No assignment or subletting of this lease shall relieve the Tenant of any of the tenant's obligations payments payable under this leaseLease.

Assignments and Subleases. Provided Landlord has consented to such assignment or subletting, the following conditions shall apply to such assignment or sublease: (a) Except as otherwise provided in this Section 9, at the Tenant agrees to neither assign or in any way encumber this lease, nor to sublet the Demised Premises, or any part thereof, nor to permit the Demised Premises, or any part thereof, to be used by others, without obtaining the prior written consent time of the Landlord in each instancetransfer, which will not be unreasonably withheld, conditional or delayed. there is no Event of Default under this Lease; (b) So long as the assignment or sublease shall be on the same terms set forth in the Notice given to Landlord; (c) no event of default assignment or sublease shall have occurred be valid and be continuing hereunder, the Tenant may assign this lease without the need for Landlord consent to any corporation into which the Tenant may be merged no assignee or with which the Tenant may be consolidated, or to which all or substantially all sublessee shall take possession of the Tenant's assets shall be transferred, provided that such corporation shall have a net worth at least equal to that of the Tenant immediately prior to such merger, consolidation or transfer. The Tenant shall give notice to the Landlord of any assignment under this Section 9(b), and shall deliver to the Landlord Space until an executed counterpart of the instrument effecting such assignment, together assignment or sublease has been delivered to Landlord; (d) any assignee shall have assumed in writing the obligations of Tenant under the Lease with an undertaking by respect to the Space and any such corporation subtenant shall have agreed in writing to agree to be bound by comply with all applicable terms and to perform all conditions of the Tenant's obligations hereunder. The this Lease; (e) Tenant shall pay to the have executed an agreement reaffirming its liability, acknowledging that any further transfer requires Landlord’s prior written consent, and containing such other provisions as Landlord may require; and (f) fifty percent (50%) of all profit derived any sums or other economic consideration received by the Tenant from as a result of such assignment or sublease in accordance with subletting (after deducting reasonable leasing commissions, reasonable attorneys fees and rental or other payments received which are attributable to the provisions of Section 9(c) below. (c) In the event of an approved assignment or sublease, Landlord shall be entitled to receive 50% amortization of the Profits actually received cost of tenant improvements made to the Space by Tenant pursuant to such approved sublease Tenant, at Tenant’s cost) whether denominated rent or assignment. Whenever Landlord is entitled to share otherwise, which exceed, in any excess income resulting from an assignment or sublease of the Demised Premisesaggregate, the following shall constitute the definition of the Profits: Profits, total sums which Tenant is obligated to pay Landlord under this Lease (prorated as that term is used or described in the lease, shall mean the gross revenue received from the assignee or sublessee during the to any sublease term or during the assignment, less: (i) the gross revenue paid to Landlord by Tenant during the period of the sublease term or during the assignment; (ii) the gross revenue paid reflect obligations allocable to Landlord by Tenant for all days the portion of the Demised Premises in question was vacated from the date that Tenant first vacated that portion of the Demised Premises until subject to such sublease) shall be payable to Landlord as additional rent (being the date the assignee or sublessee was to pay rent; (iii) charges specifically set forth in Section 4, and all other amounts and charges payable by Tenant under any improvement allowance or other economic concessions (planning allowance, moving expenses, etc.) paid; (iv) lease takeover payments; (v) costs of advertising the space for sublease or assignment; (vi) unamortized cost of initial and subsequent improvements to the Demised Premises by Tenant; and (vii) real estate brokerage commissions. (d) No assignment or subletting provision of this lease shall relieve the Tenant of any of the tenant's obligations Lease) under this leaseLease, without affecting or reducing any other obligation of Tenant hereunder.

Assignments and Subleases. (a) Except as otherwise provided in this Section 9, the Tenant agrees not to neither assign or in any way encumber this lease, nor to sublet the Demised Premises, or sublease any part thereof, nor to permit of the Demised Premises, or any part thereof, to be used by others, Premises without obtaining the prior written consent of the Landlord in each instancefrom Landlord, which will consent shall not be unreasonably withheld, conditional withheld or delayed. . Notwithstanding any such assignment or sublease, Tenant remains fully liable under this Lease. Landlord’s right to assign this lease or mortgage the Premise is unqualified. Notwithstanding the provisions of this section, without Landlord’s consent (b) So long but upon notification to Landlord as no event of default shall have occurred and be continuing hereunderdescribed below), the Tenant may assign this lease without the need for Landlord consent Lease to an affiliate of Tenant or to any corporation into or other entity with which the Tenant may be merged merge or with which the Tenant may be consolidatedconsolidate, or to which all or substantially all of the Tenant's ’s assets shall be transferredare sold, provided that such corporation shall have including, specifically, a net worth at least equal to that of the Tenant immediately prior to such merger, consolidation or asset transfer; so long as the assignee’s proposed use does not violate the terms of this Lease and assignee’s net worth is equal to or greater than the net worth of Guarantor. The Further, Tenant shall give Landlord reasonable notice to of the Landlord transaction and copies of documentation upon which the transaction is based. On any assignment transfer of the Premises in which the transferee assumes all of Landlord’s obligations under this Section 9(b), and shall deliver to the Landlord an executed counterpart of the instrument effecting such assignment, together with an undertaking by any such corporation to agree to be bound by and to perform all of the Tenant's obligations hereunder. The Tenant shall pay to the Landlord fifty percent (50%) of all profit derived by the Tenant from such assignment or sublease in accordance with the provisions of Section 9(c) below. (c) In the event of an approved assignment or subleaseLease, Landlord shall be entitled to receive 50% of the Profits actually received by Tenant pursuant to such approved sublease or assignment. Whenever Landlord is entitled to share in any excess income resulting freed from an assignment or sublease of the Demised Premises, the following shall constitute the definition of the Profits: Profits, as that term is used or described in the lease, shall mean the gross revenue received from the assignee or sublessee during the sublease term or during the assignment, less: (i) the gross revenue paid to Landlord by Tenant during the period of the sublease term or during the assignment; (ii) the gross revenue paid to Landlord by Tenant for all days the portion of the Demised Premises in question was vacated from the date that Tenant first vacated that portion of the Demised Premises until the date the assignee or sublessee was to pay rent; (iii) any improvement allowance or other economic concessions (planning allowance, moving expenses, etc.) paid; (iv) lease takeover payments; (v) costs of advertising the space for sublease or assignment; (vi) unamortized cost of initial and subsequent improvements to the Demised Premises by Tenant; and (vii) real estate brokerage commissions. (d) No assignment or subletting of this lease shall relieve the Tenant of any of the tenant's its obligations under this leaseLease and from liability for any acts or omissions occurring after the conveyance. Tenant agrees to attorn to any such transferee and to sign and deliver, at Landlord’s request, any documents and letters to assist in that transfer; provided, however, such transferee shall recognize, in writing, Tenant’s rights under the Lease and shall not disturb Tenant’s tenancy so long as Tenant is not in default thereunder.

Assignments and Subleases. (a) Except as Sub-Subtenant shall have the right to assign, mortgage, pledge or otherwise provided in this Section 9, the Tenant agrees to neither assign or in any way encumber this leaseSub-Sublease or any interest herein (including any assignment by operation of law), nor to or sub-sublet the Demised Premises, all or any part thereofof the Sub-Subleased Premises (any of the foregoing, nor to permit the Demised Premises, or any part thereof, to be used by others, a “transfer”) without obtaining the prior written consent of either Sub-Sublandlord or Sublandlord, including, without limitation, transfers to Permitted Transferees (hereinafter defined). No assignment or sub-subletting shall relieve Sub-Subtenant from primary liability for all obligations of Sub-Subtenant under this Sub-Sublease, whether accruing before or after the Landlord date of such assignment or sub-subletting. For purposes of this Sub-Sublease, the term “sublet” or “sub-sublet” shall be deemed to include the granting of any rights of occupancy of any portion of the Sub-Subleased Premises. Any attempted transfer in each instance, which will not violation of the requirements of this Section 9 shall be unreasonably withheld, conditional null and void and of no force or delayedeffect. (b) So long Except for transfers to Permitted Transferees, if Sub-Subtenant wishes to enter into a transfer, Sub-Subtenant must provide not less than ten (10) days’ prior written notice thereof to Sub-Sublandlord, which notice shall include the proposed effective date of such assignment or sublease, and in the case of a proposed sublease, shall specify the space to be sublet. (c) The consent by Sub-Sublandlord to any transfer shall neither be construed as no event a waiver or release of default Sub-Subtenant from any covenant or obligation of Sub-Subtenant under this Sub-Sublease, nor as relieving Sub-Subtenant from giving Sub-Sublandlord the aforesaid thirty (30) days notice of, or from obtaining the consent of Sub-Sublandlord as and in accordance with subsection (a) above, to, any further transfer. The collection or acceptance of rent from any such transferee shall have occurred and be continuing hereundernot constitute a waiver or release of Sub-Subtenant from any covenant or obligation of Sub-Subtenant under this Sub-Sublease, except as expressly agreed by Sub-Sublandlord in writing. (d) Notwithstanding anything contained herein to the contrary, the Tenant Sub-Subleased Premises may be occupied by, or subleased or assigned to, a Sub-Subtenant Affiliate, and such occupancy, assignment or sublease shall be permitted provided Sub-Subtenant delivers notice thereof to Sub-Sublandlord prior to such occupancy, assignment or sublease and such Sub-Subtenant Affiliate agrees in writing to assume all obligations of Sub-Subtenant under this Sub-Sublease. For purposes of this subparagraph, a “Sub-Subtenant Affiliate” shall mean an entity that, directly or indirectly Controls, is Controlled by, or is under common Control with Sub-Subtenant. For purposes of this subparagraph, “Control” shall mean ownership of sufficient stock or membership or partnership interests of an entity to have voting control of such entity (such as ownership of 50% or more of the outstanding voting stock of a corporation or of the outstanding membership, partnership or other similar interest if such entity is not a corporation). Notwithstanding anything contained herein to the contrary, Sub-Subtenant may assign this lease without the need for Landlord consent Sub-Sublease to any corporation into which the Tenant may be merged or an entity with which the Tenant may be consolidatedSub-Subtenant merges, consolidates or to which purchases all or substantially all of the Tenant's Sub-Subtenant’s stock or assets shall be transferred, provided that such corporation shall have (a net worth at least equal to that of the Tenant immediately “Successor”) without Sub-Sublandlord’s prior to such merger, consolidation or transferwritten approval. The Tenant term “Permitted Transferee” shall give notice to the Landlord of any assignment under this Section 9(b)mean a Sub-Subtenant Affiliate or Successor, and the term “Permitted Transfer” shall deliver mean a transfer to the Landlord an executed counterpart of the instrument effecting such assignment, together with an undertaking by any such corporation to agree to be bound by and to perform all of the Tenant's obligations hereunder. The Tenant shall pay to the Landlord fifty percent (50%) of all profit derived by the Tenant from such assignment or sublease Permitted Transferee in accordance with the provisions of this Section 9(c) below. (c) 9(d). In the event of an approved assignment a transfer to a Sub-Subtenant Affiliate, Sub-Subtenant shall not be released from any covenant or sublease, Landlord shall be entitled to receive 50% obligation of the Profits actually received by Tenant pursuant to such approved sublease or assignment. Whenever Landlord is entitled to share in any excess income resulting from an assignment or sublease of the Demised Premises, the following shall constitute the definition of the Profits: Profits, as that term is used or described in the lease, shall mean the gross revenue received from the assignee or sublessee during the sublease term or during the assignment, less: (i) the gross revenue paid to Landlord by Tenant during the period of the sublease term or during the assignment; (ii) the gross revenue paid to Landlord by Tenant for all days the portion of the Demised Premises in question was vacated from the date that Tenant first vacated that portion of the Demised Premises until the date the assignee or sublessee was to pay rent; (iii) any improvement allowance or other economic concessions (planning allowance, moving expenses, etc.) paid; (iv) lease takeover payments; (v) costs of advertising the space for sublease or assignment; (vi) unamortized cost of initial and subsequent improvements to the Demised Premises by Tenant; and (vii) real estate brokerage commissions. (d) No assignment or subletting of this lease shall relieve the Tenant of any of the tenant's obligations Sub-Subtenant under this leaseSub-Sublease, but shall remain jointly and severally liable with Sub-Subtenant Affiliate for the performance of all covenants and obligations hereunder. In the event of a transfer to a Successor, such Successor shall expressly assume all obligations of Sub-Subtenant under this Sub-Sublease in writing.

Assignments and Subleases. (a) Except as otherwise provided in this Section 9Notwithstanding any provision of the Lease incorporated herein to the contrary, the Tenant agrees to neither assign or in any way encumber this leaseSubtenant shall not voluntarily, nor to sublet the Demised Premisesinvoluntarily, or by operation of law or otherwise, assign, mortgage, pledge, encumber, transfer or hypothecate this Sublease or sublet, license or permit any part thereof, nor other party to permit the Demised Premises, use or occupy all or any part thereofportion of the Subleased Premises (individually, to be used by others, a “Transfer”) without obtaining the prior written consent of Sublandlord and Landlord. Subtenant acknowledges that Landlord may grant or withhold its consent in its sole discretion. If the Landlord in each instance, which will not be unreasonably withheld, conditional or delayed. (b) So long as no event of default shall have occurred and be continuing hereunder, the Tenant may assign this lease without the need for Landlord grants its written consent to any corporation into which the Tenant may Transfer, then Sublandlord shall also be merged required to grant its consent to such Transfer. The term “Transfer” shall include any “subleasing” or with which the Tenant may be consolidated, or to which all or substantially all “assignment” as each such term is defined in Section 16 of the Tenant's assets Lease. Any proposed Transfer must satisfy the requirements of Section 16 of the Lease, and nothing contained herein shall be transferred, provided that such corporation shall have a net worth at least equal deemed to that limit or amend the rights of Landlord under Section 16 of the Tenant immediately Lease. Any attempt by Subtenant to Transfer the Subleased Premises or the Sublease without the prior to such merger, consolidation or transfer. The Tenant shall give notice to the Landlord written consent of any assignment under this Section 9(b), both Sublandlord and shall deliver to the Landlord an executed counterpart of the instrument effecting such assignment, together with an undertaking by any such corporation to agree to be bound by and to perform all of the Tenant's obligations hereunder. The Tenant shall pay to the Landlord fifty percent (50%) of all profit derived by the Tenant from such assignment or sublease in accordance with the provisions of Section 9(c) below. (c) In the event of an approved assignment or sublease, Landlord shall be entitled void. No consent by the Sublandlord pursuant to receive 50% this Section shall be deemed a waiver of the Profits actually received by Tenant pursuant obligation to such approved sublease obtain the Sublandlord’s consent on any subsequent occasion; no waiver of the foregoing restrictions or assignment. Whenever Landlord is entitled to share any portion thereof shall constitute a waiver or consent in any excess income resulting from an assignment or sublease other instance; and Subtenant shall remain at all times primarily liable for the performance and payment of the Demised Premisesall terms, the following shall constitute the definition of the Profits: Profitsconditions, as that term is used or described in the lease, shall mean the gross revenue received from the assignee or sublessee during the sublease term or during the assignment, less: (i) the gross revenue paid to Landlord by Tenant during the period of the sublease term or during the assignment; (ii) the gross revenue paid to Landlord by Tenant for all days the portion of the Demised Premises in question was vacated from the date that Tenant first vacated that portion of the Demised Premises until the date the assignee or sublessee was to pay rent; (iii) any improvement allowance or other economic concessions (planning allowance, moving expenses, etccovenants and agreements contained herein.) paid; (iv) lease takeover payments; (v) costs of advertising the space for sublease or assignment; (vi) unamortized cost of initial and subsequent improvements to the Demised Premises by Tenant; and (vii) real estate brokerage commissions. (d) No assignment or subletting of this lease shall relieve the Tenant of any of the tenant's obligations under this lease.

Assignments and Subleases. (aA) Except as otherwise provided in BY LESSEE. Lessee shall not assign this Section 9, the Tenant agrees to neither assign or in any way encumber this lease, Lease nor to sublet the Demised Premises, or sublease any part thereof, nor to permit or all of the Demised Premises, or any part thereof, to be used by others, Leased Premises without obtaining the Lessor's prior written consent of the Landlord in each instanceconsent, which will consent shall not be unreasonably withheld. However, conditional Lessee may, without Lessor's prior written consent, assign this Lease to any parent, subsidiary, or delayedaffiliate, of Lessee or the surviving corporation resulting from a merger or consolidation involving Lessee. Consent by Lessor to one assignment or sublease shall not be construed as meaning consent to further assignments or subleases. Regardless of any such assignment or sublease, Lessee shall remain liable to Lessor for the full performance of all of the provisions of this Lease. (bB) So long as no event of default shall have occurred and be continuing hereunderBY LESSOR. Lessor may at any time convey, the Tenant may assign this lease without the need for Landlord consent to any corporation into which the Tenant may be merged or with which the Tenant may be consolidatedassign, or to which all or substantially all of encumber the TenantLeased Premises and/or Lessor's assets shall be transferred, provided that such corporation shall have a net worth at least equal to that of the Tenant immediately prior to such merger, consolidation or transfer. The Tenant shall give notice to the Landlord of any assignment rights under this Section 9(b), and shall deliver to the Landlord an executed counterpart of the instrument effecting such assignment, together with an undertaking by any such corporation to agree to be bound by and to perform all of the Tenant's obligations hereunderLease. The Tenant shall pay to the Landlord fifty percent (50%) of all profit derived by the Tenant from such assignment or sublease in accordance with the provisions of Section 9(c) below. (c) In the event of any such conveyance or assignment (other than a conveyance or assignment as collateral security for an approved assignment or subleaseindebtedness), Landlord Lessee shall be entitled to receive 50% completely relieved from all obligations place upon Lessor by this Lease effective at the date of the Profits actually received by Tenant pursuant to such approved sublease conveyance or assignment. Whenever Landlord However, Lessor shall be so relieved only if (and when) Lessee is entitled to share furnished with an instrument in any excess income resulting from an assignment writing signed by such grantee or sublease assignee and providing for the assumption by such grantee or assignee of all of the Demised Premises, the following shall constitute the definition of the Profits: Profits, as that term is used or described in the lease, shall mean the gross revenue received from the assignee or sublessee during the sublease term or during the assignment, less: (i) the gross revenue paid to Landlord by Tenant during the period of the sublease term or during the assignment; (ii) the gross revenue paid to Landlord by Tenant for all days the portion of the Demised Premises in question was vacated from the date that Tenant first vacated that portion of the Demised Premises until the date the assignee or sublessee was to pay rent; (iii) any improvement allowance or other economic concessions (planning allowance, moving expenses, etc.) paid; (iv) lease takeover payments; (v) costs of advertising the space for sublease or assignment; (vi) unamortized cost of initial and subsequent improvements to the Demised Premises by Tenant; and (vii) real estate brokerage commissions. (d) No assignment or subletting provisions of this lease shall relieve the Tenant of any of the tenant's obligations under this leaseLease.

Assignments and Subleases. (a) Except as otherwise provided in this Section 9, the Tenant agrees to neither shall not assign or in transfer this Lease or any way encumber this leaseinterest therein, nor to or sublet the Demised Premises, or any part thereof, nor to permit the Demised Premises, or any part thereof, to be used by others, Premises in whole without obtaining the Landlord's prior written consent, which consent may be withheld in Landlord's sole discretion. Each assignee shall assume and be deemed to have assumed this Lease and shall become and remain liable jointly and severally with Tenant for the payment of the rent and other payments due hereunder. No assignment shall be binding on Landlord in each instanceunless such assignee or Tenant shall deliver to Landlord a counterpart of such assignment which contains a covenant of assumption by the assignee, which will but the failure or refusal of the assignee to execute such instrument of assumption shall not be unreasonably withheld, conditional release or delayed. (b) So long discharge the assignee from its liability as no event of default shall have occurred and be continuing hereunder, the Tenant may assign this lease without the need for Landlord set forth above. Landlord's consent to any corporation into which the Tenant may be merged or with which the Tenant may be consolidated, or to which all or substantially all of the Tenant's assets shall be transferred, provided that such corporation shall have a net worth at least equal to that of the Tenant immediately prior to such merger, consolidation or transfer. The Tenant shall give notice to the Landlord of any assignment under this Section 9(b), and shall deliver to the Landlord an executed counterpart of the instrument effecting such assignment, together with an undertaking by any such corporation to agree to be bound by and to perform all of the Tenant's obligations hereunder. The Tenant shall pay to the Landlord fifty percent (50%) of all profit derived by the Tenant from such assignment or sublease subletting shall in accordance with the provisions no event release Tenant from its continuing liability hereunder unless such release is expressly set forth in a writing signed by Landlord. Unless so released, Tenant's liability hereunder shall continue notwithstanding any other or further assignment of Section 9(c) below. (c) In the event of an approved assignment this Lease or subleasesubsequent amendment or revision hereof, Landlord Tenant hereby expressly consents to all such amendments and revisions and waives notice thereof. Tenant's continuing liability hereunder shall be entitled to receive 50% of the Profits actually received by Tenant pursuant to such approved sublease direct, primary and absolute and not secondary or assignment. Whenever Landlord is entitled to share in any excess income resulting from an assignment or sublease of the Demised Premises, the following shall constitute the definition of the Profits: Profits, as that term is used or described in the lease, shall mean the gross revenue received from the assignee or sublessee during the sublease term or during the assignment, less: (i) the gross revenue paid to Landlord by Tenant during the period of the sublease term or during the assignment; (ii) the gross revenue paid to Landlord by Tenant for all days the portion of the Demised Premises in question was vacated from the date that Tenant first vacated that portion of the Demised Premises until the date the assignee or sublessee was to pay rent; (iii) any improvement allowance or other economic concessions (planning allowance, moving expenses, etcconditional.) paid; (iv) lease takeover payments; (v) costs of advertising the space for sublease or assignment; (vi) unamortized cost of initial and subsequent improvements to the Demised Premises by Tenant; and (vii) real estate brokerage commissions. (d) No assignment or subletting of this lease shall relieve the Tenant of any of the tenant's obligations under this lease.

Assignments and Subleases. Provided Landlord has consented to such assignment or subletting, the following conditions shall apply to such assignment or sublease: (a) Except as otherwise provided in this Section 9, at the Tenant agrees to neither assign or in any way encumber this lease, nor to sublet the Demised Premises, or any part thereof, nor to permit the Demised Premises, or any part thereof, to be used by others, without obtaining the prior written consent time of the Landlord in each instancetransfer, which will not be unreasonably withheld, conditional or delayed. there is no Event of Default under this Lease; (b) So long as the assignment or sublease shall be on the same terms set forth in the Notice given to Landlord; (c) no event of default assignment or sublease shall have occurred be valid and be continuing hereunder, the Tenant may assign this lease without the need for Landlord consent to any corporation into which the Tenant may be merged no assignee or with which the Tenant may be consolidated, or to which all or substantially all sublessee shall take possession of the Tenant's assets shall be transferred, provided that such corporation shall have a net worth at least equal to that of the Tenant immediately prior to such merger, consolidation or transfer. The Tenant shall give notice to the Landlord of any assignment under this Section 9(b), and shall deliver to the Landlord Space until an executed counterpart of the instrument effecting such assignment, together assignment or sublease has been delivered to Landlord; (d) any assignee shall have assumed in writing the obligations of Tenant under the Lease with an undertaking by respect to the Space and any such corporation subtenant shall have agreed in writing to agree to be bound by comply with all applicable terms and to perform all conditions of the Tenant's obligations hereunder. The this Lease; and (e) Tenant shall pay to the have executed an agreement reaffirming its liability, acknowledging that any further transfer requires Landlord’s prior written consent, and containing such other provisions as Landlord may require, and (f) fifty percent (50%) of all profit derived any sums or other economic consideration received by the Tenant from as a result of such assignment or sublease subletting (after deducting reasonable leasing commissions and rental or other payments received which are attributable to the cost of tenant improvements made to the Space by Tenant, at Tenant’s cost) whether denominated rent or otherwise, which exceed, in accordance with the provisions of Section 9(c) below. (c) In the event of an approved assignment or sublease, Landlord shall be entitled to receive 50% of the Profits actually received by Tenant pursuant to such approved sublease or assignment. Whenever Landlord is entitled to share in any excess income resulting from an assignment or sublease of the Demised Premisesaggregate, the following shall constitute the definition of the Profits: Profits, total sums which Tenant is obligated to pay Landlord under this Lease (prorated as that term is used or described in the lease, shall mean the gross revenue received from the assignee or sublessee during the to any sublease term or during the assignment, less: (i) the gross revenue paid to Landlord by Tenant during the period of the sublease term or during the assignment; (ii) the gross revenue paid reflect obligations allocable to Landlord by Tenant for all days the portion of the Demised Premises in question was vacated from the date that Tenant first vacated that portion of the Demised Premises until the date the assignee or sublessee was subject to pay rent; (iiisuch sublease) any improvement allowance or other economic concessions (planning allowance, moving expenses, etc.) paid; (iv) lease takeover payments; (v) costs of advertising the space for sublease or assignment; (vi) unamortized cost of initial and subsequent improvements shall be payable to the Demised Premises by Tenant; and (vii) real estate brokerage commissions. (d) No assignment or subletting of this lease shall relieve the Tenant of any of the tenant's obligations Landlord as additional rent under this lease.Lease, without affecting or reducing any other obligation of Tenant hereunder..