CONSENT TO SUBLETTING. A. For valuable consideration including ▇▇▇▇▇▇'s and Subtenant's agreement to the provisions of this Consent, subject to the terms and conditions of this Consent, Landlord consents to a subletting to Subtenant of approximately 33,355 rentable square feet of the Premises as depicted on Exhibit A attached hereto (if applicable) (the “Subleased Premises”). Tenant and Subtenant agree that this Consent is conditioned upon their agreement that: 1. The sublease agreement ("Sublease") between Tenant and Subtenant is expressly subject and subordinate to the provisions of the Lease, a redacted copy of which Subtenant acknowledges it has received. 2. Tenant and Subtenant represent and warrant that the Sublease attached to this Consent as Exhibit B is a true, complete, and correct copy of the Sublease, there are no modifications or amendments thereto, and there are no other agreements relating to the Sublease or the lease or occupancy of the Subleased Premises. 3. Tenant's obligations under the Lease will not be affected by this Consent. 4. Landlord will be entitled to receive 50% of the profits derived by Tenant from this subletting in accordance with the provisions of the Lease. 5. The provisions of the Lease respecting assignment and subletting are not waived with respect to future assignments and sublettings, provided that Subtenant will have the right, without Landlord’s consent, but subject to Tenant’s consent to the extent required under the Sublease, to assign the Sublease or sub-sublet all or any portion of the Subleased Premises to (i) a subsidiary, parent, or affiliate of Subtenant (i.e., an entity controlled by, controlling or under common control with Subtenant, an “Affiliate”), (ii) an entity which will have succeeded to all or substantially all of the assets of Subtenant by merger or consolidation, or (iii) any person or entity to which all or substantially all of the assets of Subtenant will have been sold (each, a “Permitted Transfer” or a “Permitted Transferee”), provided that all of the following conditions are satisfied: (a) Subtenant is not then in default under the Sublease or this Consent; (b) Subtenant gives Landlord and Sublandlord written notice prior to such Permitted Transfer; and (c) if Subtenant ceases to exist as a going concern as a result of any Permitted Transfer, the resulting successor entity has the ability to perform the financial obligations under the Sublease and cannot be subterfuge by Subtenant to avoid its obligations under the Sublease. 6. Subtenant is not claiming any interest in a right belonging solely to Tenant pursuant to the Lease. 7. Subtenant will not generate, handle, store or dispose of per- and polyfluoroalkyl substances (PFAS), in the Subleased Premises or Project (as defined in the Lease). 8. If the Sublease terminates by reason of a termination of the Lease, Landlord may, at its option, by delivering written notice to Subtenant, assume the obligation of Tenant under the Sublease in which event Subtenant will recognize Landlord as if it were sublandlord under the Sublease. 9. Landlord is in receipt of the transfer fee set forth in Section 9(a) of the Lease. 10. Landlord consents to the removal of the carpeting from the Subleased Premises by Subtenant, provided that such work is completed otherwise in compliance with the requirements of the Lease and subject to the provisions of Section 15.2 of the Lease. B. Tenant represents and warrants to Landlord as follows: (i) the Lease is in full force and effect, (ii) Tenant has not assigned the Lease or sublet the Premises (other than the Sublease), (iii) Landlord is not in breach of any provision or covenant of the Lease, (iv) Tenant knows of no defense or counterclaim to the enforcement of the Lease, (v) Tenant is not entitled to any reduction, offset or abatement of the rent payable under the Lease, and (vi) Landlord has completed all work required to be performed by Landlord and has paid all sums (including, but not limited to, any allowances) due to Tenant under the Lease. C. Subtenant acknowledges that ▇▇▇▇▇▇▇▇ has made no representations regarding the status or provisions of the Lease, nor will Landlord be deemed to have made any express or implied representation that Tenant is not in default thereunder. D. The parties acknowledge that by virtue of the Sublease contemplated herein, ▇▇▇▇▇▇'s right to extend the Lease provided for in Section 2 of Exhibit G to the Lease will hereafter be null and void. E. Nothing contained in the Sublease or this Consent will be construed as relieving or releasing Tenant from any of its obligations under the Lease, and it is expressly understood that Tenant will remain liable for such obligations notwithstanding the subsequent assignments(s), sublease(s) or transfer(s) of the interest of the Tenant under the Lease. F. Except for Permitted Transfers as set forth above, Subtenant will not amend the Sublease or further sublease the Subleased Premises, assign its interest as the Subtenant under the Sublease, or otherwise transfer its interest in the Subleased Premises or the Sublease to any person or entity without the prior written consent of Landlord. G. The waiver of subrogation contained in Section 10.4 of the Lease applies as between Landlord and Subtenant as if Subtenant were the tenant under the Lease. ▇. ▇▇ reliance upon the agreements and representations contained in this Consent, Landlord hereby consents to the sublease transaction described herein. If Tenant or Subtenant violates any terms of this Consent and such violation is not cured within any applicable notice and cure period set forth in the Lease, or if any representation or warranty in this Consent by Tenant or Subtenant is untrue in any material respect, or if Subtenant takes any action which would constitute a breach of the Lease and such breach is not cured within any applicable notice and cure period set forth in the Lease, then Landlord may avail itself of all remedies provided in the Lease, at law, or in equity with respect to such breach. Except as expressly set forth herein, this Consent will not constitute a waiver of the obligation of the tenant under the Lease to obtain Landlord’s consent to any subsequent assignment, sublease or other transfer under the Lease, nor will it constitute a waiver of any existing defaults under the Lease.
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CONSENT TO SUBLETTING.
A. For valuable consideration including ▇▇▇▇▇▇'s and Subtenant's agreement The Lessee may apply to the provisions Lessor for consent to the grant of this Consenta sublease over the whole or part of the Leased Premises, subject which consent will not be unreasonably withheld if the following conditions precedent are satisfied:
(a) the Lessee is required to make a written application to the Lessor for consent, and furnish a copy of the proposed sublease, along with written personal and business references and financial statements relating to the proposed sublessee and any guarantors for the sublease;
(b) the terms and conditions of this Consent, Landlord consents to a subletting to Subtenant of approximately 33,355 rentable square feet of the Premises as depicted on Exhibit A attached hereto (if applicable) (the “Subleased Premises”). Tenant and Subtenant agree that this Consent is conditioned upon their agreement that:
1. The sublease agreement ("Sublease") between Tenant and Subtenant is expressly subject and subordinate must be reasonably acceptable to the provisions of the Lease, a redacted copy of which Subtenant acknowledges it has received. Lessor and must:
2. Tenant and Subtenant represent and warrant that the Sublease attached to this Consent as Exhibit B is a true, complete, and correct copy of the Sublease, there are no modifications or amendments thereto, and there are no other agreements relating to the Sublease or the lease or occupancy of the Subleased Premises.
3. Tenant's obligations under the Lease will not be affected by this Consent.
4. Landlord will be entitled to receive 50% of the profits derived by Tenant from this subletting in accordance with the provisions of the Lease.
5. The provisions of the Lease respecting assignment and subletting are not waived with respect to future assignments and sublettings, provided that Subtenant will have the right, without Landlord’s consent, but subject to Tenant’s consent to the extent required under the Sublease, to assign the Sublease or sub-sublet all or any portion of the Subleased Premises to (i) a subsidiary, parent, or affiliate require the sublessee to comply with the Lessee’s obligations under this Lease as far as they govern the conduct of Subtenant (i.e., an entity controlled by, controlling or under common control with Subtenant, an “Affiliate”), the sublessee as occupant of the subleased premises;
(ii) an entity which will have succeeded to all prohibit the sublessee from doing or substantially all of the assets of Subtenant by merger or consolidation, or (iii) any person or entity to which all or substantially all of the assets of Subtenant will have been sold (each, a “Permitted Transfer” or a “Permitted Transferee”), provided that all of the following conditions are satisfied: (a) Subtenant is not then permitting some act in default under the Sublease or this Consent; (b) Subtenant gives Landlord and Sublandlord written notice prior to such Permitted Transfer; and (c) if Subtenant ceases to exist as a going concern as a result of any Permitted Transfer, the resulting successor entity has the ability to perform the financial obligations under the Sublease and cannot be subterfuge by Subtenant to avoid its obligations under the Sublease.
6. Subtenant is not claiming any interest in a right belonging solely to Tenant pursuant relation to the Lease.
7. Subtenant will not generatesubleased premises, handle, store which is inconsistent with or dispose of per- and polyfluoroalkyl substances (PFAS), in the Subleased Premises or Project (as defined in the Lease).
8. If the Sublease terminates by reason of a termination of the Lease, Landlord may, at its option, by delivering written notice to Subtenant, assume the obligation of Tenant under the Sublease in which event Subtenant will recognize Landlord as if it were sublandlord under the Sublease.
9. Landlord is in receipt of the transfer fee set forth in Section 9(a) of the Lease.
10. Landlord consents to the removal of the carpeting from the Subleased Premises by Subtenant, provided that such work is completed otherwise in compliance with the requirements of the Lease and subject to the provisions of Section 15.2 of the Lease.
B. Tenant represents and warrants to Landlord as follows: (i) the Lease is in full force and effect, (ii) Tenant has not assigned the Lease or sublet the Premises (other than the Sublease), (iii) Landlord is not in breach of any provision or covenant of the Lease, (iv) Tenant knows of no defense or counterclaim to the enforcement of the Lease, (v) Tenant is not entitled to any reduction, offset or abatement of the rent payable under the Lease, and (vi) Landlord has completed all work required to be performed by Landlord and has paid all sums (including, but not limited to, any allowances) due to Tenant under the Lease.
C. Subtenant acknowledges that ▇▇▇▇▇▇▇▇ has made no representations regarding the status or provisions of the Lease, nor will Landlord be deemed to have made any express or implied representation that Tenant is not in default thereunder.
D. The parties acknowledge that by virtue of the Sublease contemplated herein, ▇▇▇▇▇▇'s right to extend the Lease provided for in Section 2 of Exhibit G to the Lease will hereafter be null and void.
E. Nothing contained in the Sublease or this Consent will be construed as relieving or releasing Tenant from any of its obligations under the Lease, and it is expressly understood that Tenant will remain liable for such obligations notwithstanding the subsequent assignments(s), sublease(s) or transfer(s) of the interest of the Tenant under the Lease.
F. Except for Permitted Transfers as set forth above, Subtenant will not amend the Sublease or further sublease the Subleased Premises, assign its interest as the Subtenant under the Sublease, or otherwise transfer its interest in the Subleased Premises or the Sublease to any person or entity without the prior written consent of Landlord.
G. The waiver of subrogation contained in Section 10.4 of the Lease applies as between Landlord and Subtenant as if Subtenant were the tenant under the Lease.
▇. ▇▇ reliance upon the agreements and representations contained in this Consent, Landlord hereby consents to the sublease transaction described herein. If Tenant or Subtenant violates any terms of this Consent and such violation is not cured within any applicable notice and cure period set forth in the Lease, or if any representation or warranty in this Consent by Tenant or Subtenant is untrue in any material respect, or if Subtenant takes any action which would constitute a breach of this Lease;
(iii) contain similar provisions relating to rent review, including review dates, as are contained in this Lease;
(iv) prohibit further subletting of the subleased premises by the sublessee,
(c) the Lessee is required to establish to the reasonable satisfaction of the Lessor that:
(i) the proposed sublessee is respectable, responsible and solvent;
(ii) in respect of the business or profession intended to be conducted by the sublessee at the Leased Premises the sublessee has sufficient financial resources and business experience to be capable of adequately complying with the Lessee’s obligations under this Lease and such breach is not cured within any applicable notice and cure period set forth in of efficiently conducting the Lease, then Landlord may avail itself sublessee’s business at the Leased Premises;
(d) the Lessee must have paid to the Lessor all money due under this Lease up to the date of all remedies provided in the Lease, at law, or in equity with respect to such breach. Except as expressly set forth herein, this Consent will not constitute a waiver sublease;
(e) there are no unremedied breaches of the obligation Lessee’s obligations under this Lease at the date of the tenant under sublease;
(f) any other consent that is required to the Lease to obtain Landlord’s consent to any subsequent assignment, sublease mortgagees or other transfer under others, is obtained before the Leasesublease;
(g) the execution of a deed of consent in a form reasonably required by and prepared on behalf of the Lessor, nor will by the Lessor, Lessee and sublessee;
(h) the payment by the Lessee to the Lessor of the Lessor’s reasonable costs and disbursements in accordance with clause 8 (Costs, Interest and Set Off);
(i) the Lessor may at its absolute discretion require the Lessee or the Sub-Lessee provide a bank guarantee or increase such bank guarantee at Item 3.3 of the Reference Schedule to an amount not more than five (5) months rental plus outgoings.
(j) The Lessor and Lessee acknowledge that at the time of entering this lease it constitute is the intent of the Lessee to sublet a waiver portion of any existing defaults under the Lease. Leased Premises that is surplus to the Lessee’s needs.
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