Common use of Conditions to Consent Clause in Contracts

Conditions to Consent. If Landlord consents to a proposed Transfer, then the proposed transferee shall deliver to Landlord a written agreement whereby it expressly assumes Tenant’s obligations hereunder; however, any transferee of less than all of the space in the Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for the period of the Transfer. Landlord will be deemed to have granted its consent to a proposed sublease if Landlord fails to disapprove such sublease within ten (10) business days of receipt of Tenant’s request for Landlord’s consent to such proposed sublease if Tenant’s such request states in prominent bold text with all capital letters that “YOUR FAILURE TO DISAPPROVE OF THE PROPOSED SUBLEASE WITHIN TEN (10) BUSINESS DAYS AFTER YOUR RECEIPT OF THIS REQUEST FOR CONSENT TO SUBLEASE SHALL CONSTITUTE YOUR APPROVAL OF SUCH SUBLEASE.” In no event shall Landlord be deemed to have approved any proposed assignment as assignments must be specifically approved by Landlord in writing in all instances. No Transfer shall release Tenant from its obligations under this Lease, but rather Tenant and its transferee shall be jointly and severally liable therefor. Landlord’s consent to any Transfer shall not waive Landlord’s rights as to any subsequent Transfers. If an Event of Default occurs while the Premises or any part thereof are subject to a Transfer, then Landlord, in addition to its other remedies, may collect directly from such transferee all rents becoming due to Tenant and apply such rents against Rent. Tenant authorizes its transferees to make payments of rent directly to Landlord upon receipt of notice from Landlord to do so following the occurrence of an Event of Default hereunder. Tenant shall pay for the cost of any demising walls or other improvements necessitated by a proposed subletting or assignment unless Landlord exercises its recapture right below.

Conditions to Consent. If Landlord consents elects to consent to a proposed Transfer, then Landlord’s consent shall entirely conditional and contingent upon (regardless of whether any form of Landlord’s consent refers in any manner to this condition) the proposed transferee shall deliver transferee’s execution and delivery to Landlord of a written agreement whereby it in which the transferee expressly assumes Tenant’s obligations hereunder; howeverunder this Lease for the express benefit of Landlord, or the proposed sublessee’s agreement to abide by all terms of this Lease for the express benefit of Landlord, as applicable, agrees that Landlord shall have all remedies against the transferee with respect to a breach of this Lease as Landlord has against Tenant, acknowledges that any Transfer that is a Sublease is subject to the terms of this Section 13.5, and agrees to any additional reasonable conditions upon which Landlord has agreed to consent to such Transfer, provided that any transferee of less than all of the space in the Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for the period of the Transfer. In the case of a Sublease, Tenant and the subtenant shall enter into an agreement prepared by Landlord specifying Landlord’s reasonable conditions to the Sublease and any additional Rent that Tenant will be obligated to pay to Landlord under Section 13.7 as a consequence of such Sublease. No Sublease shall survive the expiration or termination of the Term, provided that Landlord may elect, upon written notice to any occupant under any Sublease, to assume such Sublease, in which case such Sublease shall survive the termination or expiration of this Lease, and the occupant under such Sublease shall attorn to Landlord as its direct landlord under the terms of the Sublease. In addition, in the event of any default by Tenant that remains uncured beyond the expiration of any applicable notice or cure period, Landlord may elect, in its sole discretion, by written notice to Tenant and the occupant under any Sublease, to assume such Sublease, in which case the occupant under such Sublease shall attorn to Landlord as its direct landlord under the terms of the Sublease, and Tenant shall be automatically deemed to have granted its consent relinquished to a proposed sublease if Landlord fails to disapprove the premises subleased under such sublease within ten (10) business days Sublease for the remainder of receipt of the Term, and Tenant’s request sole liability with respect to such relinquished space shall be to pay to Landlord any shortfall between the rent Landlord actually receives under the Sublease and the Rent Tenant owes to Landlord under this Lease with respect to the relinquished space, on a per rentable square foot basis. Notwithstanding anything in this Lease to the contrary, in the event Landlord assumes any Sublease, Landlord shall not be liable to the occupant under the Sublease for any prepaid rents or security deposits paid to Tenant, or for any breach or default of the Sublease by Tenant. No subtenant or other occupant under any Sublease shall have any right whatsoever to enter into any Transfer of all or any of the Premises or its rights under such Sublease without Landlord’s prior written consent, which consent to such proposed sublease if Tenant’s such request states Landlord may withhold in prominent bold text with all capital letters that “YOUR FAILURE TO DISAPPROVE OF THE PROPOSED SUBLEASE WITHIN TEN (10) BUSINESS DAYS AFTER YOUR RECEIPT OF THIS REQUEST FOR CONSENT TO SUBLEASE SHALL CONSTITUTE YOUR APPROVAL OF SUCH SUBLEASE.” In no event shall Landlord be deemed to have approved its sole discretion for any proposed assignment as assignments must be specifically approved by Landlord in writing in all instancesreason whatsoever. No Transfer shall release Tenant from its obligations under this Lease, but rather Tenant and its transferee shall be jointly and severally liable therefor. Landlord’s consent to for all obligations of the Tenant under this Lease arising on or at any Transfer shall not waive Landlord’s rights as to any subsequent Transferstime after the effective date of the Transfer. If an Event of Default occurs while the Premises all or any part thereof are of the Premises is subject to a Transfer, then Landlord, in addition to its other remedies, may may, to the extent permitted by Law, collect directly from such the transferee all rents becoming due to Tenant and apply such rents against RentRent for so long as the Event of Default continues. Tenant hereby authorizes its transferees to make payments of rent directly to Landlord upon receipt of notice from Landlord to do so following the occurrence of an Event of Default hereunderwithout notice to or consent by Tenant. Tenant shall pay for the cost of any demising walls or other improvements necessitated required by a proposed subletting Sublease or assignment unless Landlord exercises its recapture right belowAssignment.

Conditions to Consent. If Landlord consents to a proposed Transfer, then the proposed transferee shall deliver to Landlord a written agreement whereby it expressly assumes Tenant’s obligations hereunder; however, any transferee of less than all of the space in the Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for the period of the Transfer. Landlord will be deemed to have granted its consent to a proposed sublease if Landlord fails to disapprove such sublease within ten (10) business days Transfer per the terms of receipt of Tenant’s request for Landlord’s consent to such proposed sublease if Tenant’s such request states in prominent bold text with all capital letters that “YOUR FAILURE TO DISAPPROVE OF THE PROPOSED SUBLEASE WITHIN TEN (10) BUSINESS DAYS AFTER YOUR RECEIPT OF THIS REQUEST FOR CONSENT TO SUBLEASE SHALL CONSTITUTE YOUR APPROVAL OF SUCH SUBLEASE.” In no event shall Landlord be deemed to have approved any proposed assignment as assignments must be specifically approved by Landlord in writing in all instancesthe transfer document. No Transfer shall release Tenant from its obligations under this Lease, but rather Tenant and its transferee with respect to an assignment of this Lease, the assignee shall be jointly and severally liable therefor. Landlord’s consent to any Transfer shall not waive Landlord’s rights as be deemed consent to any subsequent Transfers. If an Event of Default occurs while the Premises or any part thereof are subject to a Transfer, then Landlord, in addition to its other remedies, may collect directly from such transferee all rents becoming due to Tenant and apply such rents against RentRent due hereunder. Tenant authorizes its transferees to make payments of rent directly to Landlord upon receipt of notice from Landlord to do so following the occurrence of an Event of Default hereunder. Subject to Section 10(f) below, it is understood and agreed that all rents paid to Tenant by an assignee or subtenant shall be received by Tenant in trust for Landlord and shall be forwarded to Landlord without offset or reduction of any kind following the occurrence of an Event of Default hereunder. Tenant shall pay for the cost of any demising walls or other improvements necessitated by a proposed subletting or assignment unless (provided that the foregoing shall not waive any approval right that Landlord exercises its recapture right belowmay have with respect to such improvements pursuant to another provision of this Lease).

Conditions to Consent. If Landlord consents to a proposed Transfer, then the proposed transferee shall deliver to Landlord a written agreement whereby it expressly assumes Tenant’s obligations hereunder; however, any transferee of less than all of the space in the Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for the period of the Transfer. Landlord will be deemed to have granted its consent to a proposed sublease if Landlord fails to disapprove such sublease within ten (10) business days of receipt of Tenant’s request for Landlord’s consent to such proposed sublease if Tenant’s such request states in prominent bold text with all capital letters that “YOUR FAILURE TO DISAPPROVE OF THE PROPOSED SUBLEASE WITHIN TEN (10) BUSINESS DAYS AFTER YOUR RECEIPT OF THIS REQUEST FOR CONSENT TO SUBLEASE SHALL CONSTITUTE YOUR APPROVAL OF SUCH SUBLEASE.” In no event shall Landlord be deemed to have approved any proposed assignment as assignments must be specifically approved by Landlord in writing in all instances. No Transfer shall release Tenant from its obligations under this Lease, but rather Tenant and its transferee shall be jointly and severally liable therefor. Landlord▇▇▇▇▇▇▇▇’s consent to any Transfer shall not waive Landlord’s rights as be deemed consent to any subsequent Transfers. If an Event of Default occurs while the Premises or any part thereof are subject to a Transfer, then Landlord, in addition to its other remedies, may collect directly from such transferee all rents becoming due to Tenant and apply such rents against Rent. Tenant authorizes its transferees to make payments of rent directly to Landlord upon receipt of notice from Landlord to do so following the occurrence of an Event of Default hereunder. In all events, it is understood and agreed that all rents paid to Tenant by an assignee or subtenant shall be received by Tenant in trust for Landlord and shall be forwarded to Landlord without offset or reduction of any kind. Tenant shall pay for the cost of any demising walls or other improvements necessitated by a proposed subletting or assignment unless (provided that the foregoing shall not waive any approval right that Landlord exercises its recapture right belowmay have with respect to such improvements pursuant to another provision of this Lease).

Conditions to Consent. Concurrently with Tenant's notice of any request for consent to a Transfer, Tenant shall pay to Landlord a fee of $750.00 to defray Landlord's expenses in reviewing such request, and Tenant shall also reimburse Landlord immediately upon request for its reasonable attorneys' fees incurred in connection with considering any request for consent to a Transfer. If Landlord consents to a proposed Transfer, then the proposed transferee shall deliver to Landlord a written agreement whereby it expressly assumes Tenant’s 's obligations hereunder; however, any transferee of less than all of the space in the Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for the period of the Transfer. Landlord will be deemed to have granted its Landlord's consent to a proposed sublease if Landlord fails to disapprove such sublease within ten (10) business days of receipt of Tenant’s request for Landlord’s consent to such proposed sublease if Tenant’s such request states in prominent bold text with all capital letters that “YOUR FAILURE TO DISAPPROVE OF THE PROPOSED SUBLEASE WITHIN TEN (10) BUSINESS DAYS AFTER YOUR RECEIPT OF THIS REQUEST FOR CONSENT TO SUBLEASE SHALL CONSTITUTE YOUR APPROVAL OF SUCH SUBLEASE.” In no event shall Landlord be deemed to have approved any proposed assignment as assignments must be specifically approved by Landlord in writing in all instances. No Transfer shall not release Tenant from its obligations under this Lease, but rather Tenant and its transferee shall be jointly and severally liable therefor. Landlord’s 's consent to any Transfer shall not waive Landlord’s 's rights as to any subsequent Transfers. If an Event of Default occurs while the Premises or any part thereof are subject to a Transfer, then Landlord, in addition to its other remedies, may collect directly from such transferee all rents becoming due to Tenant and apply such rents against Rent. Tenant authorizes its transferees to make payments of rent directly to Landlord upon receipt of notice from Landlord to do so following the occurrence of an Event of Default hereunderso. Tenant This Section 10.4 does not, and shall pay for the cost not be construed to, create any rights in favor of any demising walls or other improvements necessitated by a proposed subletting or assignment unless Landlord exercises its recapture right belowthird parties.

Conditions to Consent. If Landlord consents to a proposed Transferany such transfer, then assignment or subletting hereunder for which its consent is required, the proposed transferee same shall not be effective unless and until (a) Tenant gives written notice thereof to Landlord and (b) such transferee, assignee or sublessee shall deliver to Landlord Landlord: (i) a written agreement whereby it expressly in form and substance satisfactory to Landlord pursuant to which such transferee, assignee or sublessee assumes Tenant’s obligations hereunder; however, any transferee of less than all of the space obligations and liabilities of Tenant hereunder that accrue after the date of the assignment or sublease; (ii) a certified copy of the assignment agreement or sublease; and (iii) the assignor agrees in the Premises shall be writing satisfactory to Landlord in form and substance to remain liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for the period of the TransferLease. Landlord will be deemed to have granted its consent to a proposed sublease if Landlord fails to disapprove such sublease within ten (10) business days of receipt of Tenant shall pay Landlord’s reasonable attorney’s fees and other actual out-of- pocket costs incurred in connection with Tenant’s request for Landlord’s consent to such proposed sublease if Tenant’s such request states in prominent bold text with all capital letters that “YOUR FAILURE TO DISAPPROVE OF THE PROPOSED SUBLEASE WITHIN TEN (10) BUSINESS DAYS AFTER YOUR RECEIPT OF THIS REQUEST FOR CONSENT TO SUBLEASE SHALL CONSTITUTE YOUR APPROVAL OF SUCH SUBLEASE.” In no event shall any Landlord be deemed to have approved any proposed assignment as assignments must be specifically approved by Landlord in writing in all instances. No Transfer shall release Tenant from its obligations under this Lease, but rather Tenant and its transferee shall be jointly and severally liable therefor. Landlord’s consent to any Transfer shall not waive Landlord’s rights as to any subsequent Transfersconsent. If an Event of Default occurs while this Lease is transferred or assigned, as aforesaid, or if the Premises or any part thereof are subject to a Transferbe sublet or occupied by anybody other than Tenant, in violation of this Lease, then Landlord, whether before or after default by Tenant, may, in addition to, and not in diminution of or substitution for, any other rights and remedies under this Lease or pursuant to its other remedieslaw which Landlord may be entitled as a result thereof, may collect directly rent from such transferee all rents becoming due to Tenant the transferee, assignee, subtenant or occupant and apply the net amount collected to the Rent herein reserved, but no such rents against Rent. transfer, assignment, subletting, occupancy or collection shall be deemed a waiver of Landlord’s right to give or withhold consent to any transfer, assignment, mortgaging, or encumbering of the Premises, or a release of Tenant authorizes its transferees to make payments from the further performance by Tenant of rent directly to Landlord upon receipt covenants on the part of notice from Landlord to do so following the occurrence of an Event of Default hereunder. Tenant shall pay for the cost of any demising walls or other improvements necessitated by a proposed subletting or assignment unless Landlord exercises its recapture right belowherein contained.

Conditions to Consent. If Landlord consents elects to consent to a proposed Transfer, then Landlord’s consent shall entirely conditional and contingent upon (regardless of whether any form of Landlord’s consent refers in any manner to this condition) the proposed transferee shall deliver transferee’s execution and delivery to Landlord of a written agreement whereby it in which the transferee expressly assumes Tenant’s obligations hereunder; howeverunder this Lease for the express benefit of Landlord, or the proposed sublessee’s agreement to abide by all terms of this Lease for the express benefit of Landlord, as applicable, agrees that Landlord shall have all remedies against the transferee with respect to a breach of this Lease as Landlord has against Tenant, acknowledges that any Transfer that is a Sublease is subject to the terms of this Section 13.5, and agrees to any additional reasonable conditions upon which Landlord has agreed to consent to such Transfer, provided that any transferee of less than all of the space in the Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for the period of the Transfer. In the case of a Sublease, Tenant and the subtenant shall enter into an agreement prepared by Landlord specifying Landlord’s reasonable conditions to the Sublease and any additional Rent that Tenant will be obligated to pay to Landlord under Section 13.7 as a consequence of such Sublease. No Sublease shall survive the expiration or termination of the Term, provided that Landlord may elect, upon written notice to any occupant under any Sublease, to assume such Sublease, in which case such Sublease shall survive the termination or expiration of this Lease, and the occupant under such Sublease shall attorn to Landlord as its direct landlord under the terms of the Sublease. In addition, in the event of any default by Tenant that remains uncured beyond the expiration of any applicable notice or cure period, Landlord may elect, in its sole discretion, by written notice to Tenant and the occupant under any Sublease, to assume such Sublease, in which case the occupant under such Sublease shall attorn to Landlord as its direct landlord under the terms of the Sublease, and Tenant shall be automatically deemed to have granted its consent relinquished to a proposed sublease if Landlord fails to disapprove the premises subleased under such sublease within ten (10) business days Sublease for the remainder of receipt of the Term, and Tenant’s request sole liability with respect to such relinquished space shall be to pay to Landlord any shortfall between the rent Landlord actually receives under the Sublease and the Rent Tenant owes to Landlord under this Lease with respect to the relinquished space, on a per rentable square foot basis. Notwithstanding anything in this Lease to the contrary, in the event Landlord assumes any Sublease, Landlord shall not be liable to the occupant under the Sublease for any prepaid rents or security deposits paid to Tenant, or for any breach or default of the Sublease by Tenant. No subtenant or other occupant under any Sublease shall have any right whatsoever to enter into any Transfer of all or any of the Premises or its rights under such Sublease without Landlord’s prior written consent, which consent to such proposed sublease if Tenant’s such request states Landlord may withhold in prominent bold text with all capital letters that “YOUR FAILURE TO DISAPPROVE OF THE PROPOSED SUBLEASE WITHIN TEN (10) BUSINESS DAYS AFTER YOUR RECEIPT OF THIS REQUEST FOR CONSENT TO SUBLEASE SHALL CONSTITUTE YOUR APPROVAL OF SUCH SUBLEASE.” In no event shall Landlord be deemed to have approved its sole discretion for any proposed assignment as assignments must be specifically approved by Landlord in writing in all instancesreason whatsoever. No Transfer shall release Tenant from its obligations under this Lease, but rather Tenant and its transferee shall be jointly and severally liable therefor. Landlord’s consent to any Transfer shall not waive Landlord’s rights as to any subsequent Transfers. If an Event of Default occurs while the Premises or any part thereof are subject to a Transfer, then Landlord, in addition to its other remedies, may collect directly from such transferee all rents becoming due to Tenant and apply such rents against Rent. Tenant authorizes its transferees to make payments of rent directly to Landlord upon receipt of notice from Landlord to do so following the occurrence of an Event of Default hereunder. Tenant shall pay for the cost of any demising walls or other improvements necessitated by a proposed subletting or assignment unless Landlord exercises its recapture right below.for

Conditions to Consent. If Notwithstanding anything to the contrary contained herein, it shall not be unreasonable for Landlord consents to withhold its consent to any proposed assignment or sublease if (i) Tenant proposes to assign this Lease or sublease the Premises or any portion thereof to any person or entity with whom Landlord is then negotiating for the rental of other space at the Site or who is a tenant in any building at the Site or any other building owned by Landlord or any affiliate of Landlord; or (ii) the net worth of any such proposed Transfer, then assignee or subtenant is less than the greater of (A) the net worth of Tenant on the date hereof or (B) the net worth of Tenant at the time of any such assignment or sublease; or (iii) in Landlord’s judgment the proposed transferee shall deliver assignee or subtenant is engaged in a business which is not in keeping with the then standards of the Building and the proposed use is not limited to Landlord the Permitted Use; or (iv) there are then two (2) or more leases or subleases in effect with respect to the Premises (including this Lease); or (v) the proposed sublease is for a written agreement whereby it expressly assumes Tenant’s obligations hereunder; however, any transferee portion of the Premises of less than all of the space 5,000 rentable square feet; or (vi) any rent payable by Tenant hereunder is so-called “percentage rent” (provided, however, that it is hereby agreed and acknowledged that in the Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for the period of the Transfer. Landlord will be deemed to have granted its consent to a proposed sublease if Landlord fails to disapprove such sublease within ten (10) business days of receipt of Tenant’s request for Landlord’s consent to such proposed sublease if Tenant’s such request states in prominent bold text with all capital letters that “YOUR FAILURE TO DISAPPROVE OF THE PROPOSED SUBLEASE WITHIN TEN (10) BUSINESS DAYS AFTER YOUR RECEIPT OF THIS REQUEST FOR CONSENT TO SUBLEASE SHALL CONSTITUTE YOUR APPROVAL OF SUCH SUBLEASE.” In no event shall Landlord Landlord’s right to withhold consent be deemed limited to have approved any proposed assignment as assignments must be specifically approved by Landlord the basis set forth in writing in all instances. No Transfer shall release Tenant from its obligations under this Lease, but rather Tenant and its transferee shall be jointly and severally liable thereforclauses (i) through (vi) above). Landlord’s consent to shall be granted only if any Transfer and all rights of expansion, extension, renewal, first offer, and the like contained within this Lease are deleted and/or waived by Tenant, and if requested by Landlord such assignee or subtenant, and only if the assignee or subtenant shall not waive Landlord’s rights as to any subsequent Transfers. If an Event of Default occurs while the Premises or any part thereof are subject to a Transferpromptly execute, then Landlordacknowledge, in addition to its other remedies, may collect directly from such transferee all rents becoming due to Tenant and apply such rents against Rent. Tenant authorizes its transferees to make payments of rent directly deliver to Landlord an agreement in form and substance satisfactory to Landlord whereby the assignee or subtenant shall agree to be bound by and upon receipt the covenants, agreements, terms, provisions and conditions set forth in this Lease other than the payment of notice from Landlord to do so following the occurrence of an Event of Default Rent hereunder. Tenant shall pay for the cost of any demising walls or other improvements necessitated by a proposed subletting or assignment unless Landlord exercises its recapture right below.

Conditions to Consent. If Landlord consents to a proposed Transfer, then the proposed transferee shall deliver to Landlord a written agreement whereby it expressly assumes Tenant’s obligations hereunder; however, any transferee of less than all of the space in the Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for the period of the Transfer. Landlord will be deemed to have granted its consent to a proposed sublease if Landlord fails to disapprove such sublease within ten (10) business days of receipt of Tenant’s request for Landlord’s consent to such proposed sublease if Tenant’s such request states in prominent bold text with all capital letters that “YOUR FAILURE TO DISAPPROVE OF THE PROPOSED SUBLEASE WITHIN TEN (10) BUSINESS DAYS AFTER YOUR RECEIPT OF THIS REQUEST FOR CONSENT TO SUBLEASE SHALL CONSTITUTE YOUR APPROVAL OF SUCH SUBLEASE.” In no event shall Landlord be deemed to have approved any proposed assignment as assignments must be specifically approved by Landlord in writing in all instances. No Transfer shall release Tenant from its obligations under this Lease, but rather Tenant and its transferee shall be jointly and severally liable therefor. Landlord’s consent to any Transfer shall not waive Landlord’s rights as to any subsequent Transfers. If an Event of Default occurs while the Premises or any part thereof are subject to a Transfer, then Landlord, in addition to its other remedies, may collect directly from such transferee all rents becoming due to Tenant and apply such rents against Rent. Tenant authorizes its transferees to make payments of rent directly to Landlord upon receipt of notice from Landlord to do so following the occurrence of an Event of Default hereunderso. Tenant shall pay for the cost of any demising walls or other improvements necessitated by a proposed subletting or assignment. In the event of an assignment unless by Tenant that has been approved by the Landlord exercises its recapture right belowwhich is to an entity which has acquired or succeeded to a substantial part of Tenant’s business and which undertakes in writing to fully perform and discharge all of Tenant’s obligations and liabilities, Tenant shall not assume, jointly and severally with such assignee, the performance of Tenant’s obligations hereunder.