Common use of Permitted Assignment Clause in Contracts

Permitted Assignment. Anything in this Section or this lease to the contrary notwithstanding, Landlord consents to the assignment or sublease of this lease to any entity controlling, controlled by or under common control with Tenant, or to any entity into which Tenant may be merged or consolidated, or any person or entity which is a successor to the business of Tenant, by purchase thereof or by arrangement effected pursuant to any law or regulatory agency action having or asserting such authority (provided such merger, consolidation or purchase is for a valid business purpose and not principally for the purpose of transferring the leasehold estate created hereby), and provided that (i) the successor to Tenant resulting from the merger, consolidation or purchase is a bona fide entity, (ii) the successor to Tenant has a net worth, computed in accordance with generally accepted accounting principles, at least equal to the greater of the net worth of Tenant as of the date of this lease, and (iii) proof satisfactory to Landlord of such net worth shall have been delivered to Landlord at least 30 days prior to the effective date of the transaction. No such assignment or sublease of this lease shall be valid or binding upon Landlord unless the Tenant shall have complied with the provisions of this Section and this Article 13. In the case of an assignment, the assignee shall execute, acknowledge and deliver to Landlord an agreement, in recordable form, whereby the assignee agrees unconditionally to be bound by and perform all the obligations of Tenant hereunder then accrued and thereafter accruing and further expressly agrees that notwithstanding such assignment the provisions of this Article shall continue to be binding upon such assignee with respect to all future assignments. The failure or refusal of the assignee to execute, acknowledge or deliver such an agreement shall not release the assignee from its liability for the performance of the obligations of Tenant hereunder assumed by acceptance of the assignment of this lease.*

Permitted Assignment. Anything in This Agreement shall not be assignable by Seller without the prior written consent of Purchaser, except that this Section or this lease to the contrary notwithstanding, Landlord consents to the assignment or sublease of this lease to any entity controlling, controlled by or under common control with Tenant, or to any entity into which Tenant Agreement (a) may be merged or consolidated, or any person or entity which is a successor assigned by Seller without the requirement for such consent (but with notice to the business of Tenant, by purchase thereof or by arrangement effected pursuant to any law or regulatory agency action having or asserting such authority (provided such merger, consolidation or purchase is for a valid business purpose and not principally for the purpose of transferring the leasehold estate created hereby), and provided that Purchaser) (i) to any Lender from time to time providing financing to Seller or its affiliate with respect to all or any portion of the successor to Tenant resulting from the merger, consolidation Project or purchase is a bona fide entity, (ii) the successor to Tenant has any Lender or its designee in connection with a net worth, computed in accordance with generally accepted accounting principles, at least equal to the greater foreclosure or other exercise of the net worth of Tenant as of the date of this leaseremedies, and (iiib) proof satisfactory unless otherwise waived by Purchaser, shall be assigned in whole or in part by Seller without the requirement for such consent (but with notice to Landlord Purchaser) in the event of a sale by Seller of all or a substantial portion of Seller's interest in the Facility, with the purchaser of Seller's interest in the Facility assuming Seller's obligations under this Agreement in the same percentage as the portion of Seller's interest being transferred bears to Seller's entire interest in the Facility. This Agreement shall not be assignable by Purchaser without the prior written consent of Seller, provided, however, that Purchaser may assign this Agreement to another Customer without the requirement for such consent (but with notice to Seller) so long as such Customer has not experienced a Material Adverse Change under its PPA. Any such transferee, assignee or purchaser (other than a Lender through collateral assignment in connection with a lease or other financing transaction permitted under Section 6.2.8 of the Ownership Agreement) shall confirm its willingness to accept all of the assigning Party's obligations under this Agreement by writing reasonably acceptable to the non-assigning Party. Any such assignee, transferee or purchaser (other than a Lender through collateral assignment in connection with a lease or other financing transaction permitted under Section 6.2.8 of the Ownership Agreement) must be sufficiently creditworthy and otherwise capable of performing all of the assigning Party's obligations under this Agreement. No assignment or transfer of this Agreement by a Party shall be permitted during any period in which an Event of Default of such net worth Party shall have occurred and be continuing and not cured, unless the other Party shall agree. No assignment of this Agreement shall relieve the assigning Party of any of its obligations under this Agreement, except that the assignor shall be released from its obligations under this Agreement at such time as all future obligations of the assignor hereunder shall have been assumed by the assignee in a written agreement delivered to Landlord at least 30 days prior to the effective date of the transactionother Party. No such Any assignment or sublease of this lease shall be valid or binding upon Landlord unless the Tenant shall have complied that does not comply with the provisions of this Section 17 shall be null and this Article 13. In the case of an assignment, the assignee shall execute, acknowledge and deliver to Landlord an agreement, in recordable form, whereby the assignee agrees unconditionally to be bound by and perform all the obligations of Tenant hereunder then accrued and thereafter accruing and further expressly agrees that notwithstanding such assignment the provisions of this Article shall continue to be binding upon such assignee with respect to all future assignments. The failure or refusal of the assignee to execute, acknowledge or deliver such an agreement shall not release the assignee from its liability for the performance of the obligations of Tenant hereunder assumed by acceptance of the assignment of this leasevoid.*

Permitted Assignment. Anything Notwithstanding the foregoing, Tenant may, without Landlord’s consent, (a) permit the Transfer of direct or indirect interests in Tenant on a nationally or internationally recognized stock exchange or stock quotation system, (b) assign this Section Lease to an Affiliate with equal or greater financial capability, (c) cause or permit a Transfer to occur in connection with a Leasehold Mortgage or Mezzanine Financing in accordance with Article 15, (d) after the completion of the Project, if the Project becomes a multi-family rental project, assign this lease Lease to, and have this Lease assumed by, a Qualified Purchaser, (e) sell Condominium Units, or (f) after the recording of the Condominium Declaration, assign this Lease to the contrary notwithstandingCondominium Association, and upon the assignment of this Lease to, and the assumption of this Lease by, the Condominium Association, which shall become the Tenant under this Lease, Landlord consents to the assignment or sublease of this lease to any entity controlling, controlled by or under common control with Tenant, or to any entity into which Tenant may shall be merged or consolidated, or any person or entity which is a successor to the business of Tenant, by purchase thereof or by arrangement effected pursuant to any law or regulatory agency action having or asserting such authority (provided such merger, consolidation or purchase is for a valid business purpose and not principally for the purpose of transferring the leasehold estate created hereby), and provided that conclusively deemed (i) to have consented to the successor assignment, sale, conveyance or transfer of any Condominium Unit in the Condominium from time to Tenant resulting time to the assignee, purchaser or transferee thereof at any time through and including the expiration of the Lease Term, including without limitation the mortgage, pledge, collateral assignment, hypothecation or similar encumbrance, from time to time, of any Condominium Unit(s) by the mergerowner(s) thereof from time to time, consolidation or purchase is a bona fide entity, and (ii) to have conclusively waived any right to approve any such assignment, sale, conveyance, mortgage or transfer of any Condominium Unit in the successor to Tenant has Condominium, or the assignee, purchaser, transferee or mortgagee of a net worthCondominium Unit in the Condominium. Further, computed in accordance with generally accepted accounting principles, at least equal to upon the greater of the net worth of Tenant as of the date assignment of this leaseLease to, and (iii) proof satisfactory the assumption of this Lease by, the Condominium Association, Tenant shall be entitled to Landlord of such net worth shall have been delivered retain the right to Landlord at least 30 days prior continue to sell Condominium Units for so long as any Condominium Units continue to be owned by the effective date of the transactioninitial Tenant under this Lease or an Affiliate. No such assignment or sublease of this lease sublease, nor any amendment thereto, shall be valid effective unless and until ▇▇▇▇▇▇ delivers to Landlord, within 30 days of execution thereof, a duplicate original of the fully-executed instrument of assignment and assumption, sublease or binding upon Landlord unless the amendment. Tenant shall have complied with not, except as expressly permitted hereby, assign this Lease to any party that is not a Qualified Purchaser without the provisions prior written consent of this Landlord. Except as expressly provided herein and in Section and this Article 13. In the case of an assignment6.1, the assignee shall execute, acknowledge and deliver to Landlord an agreement, in recordable form, whereby the assignee agrees unconditionally to be bound by and perform all the obligations of Tenant hereunder then accrued and thereafter accruing and further expressly agrees that notwithstanding such assignment the provisions of this Article shall continue to be binding upon such assignee with respect to all future assignments. The failure or refusal Subleases of the assignee to execute, acknowledge or deliver such an agreement Private Facilities shall not release the assignee from its liability for the performance of the obligations of Tenant hereunder assumed by acceptance of the assignment of this lease.*be restricted.‌

Permitted Assignment. Anything in this Section Any subletting or this lease assignment consented to the contrary notwithstanding, by Landlord consents to the assignment or sublease of this lease to any entity controlling, controlled by or under common control with Tenant, or to any entity into which Tenant may be merged or consolidated, or any person or entity which is a successor to the business of Tenant, by purchase thereof or by arrangement effected pursuant to any law or regulatory agency action having or asserting such authority (provided such merger, consolidation or purchase is for a valid business purpose this Article 15 shall be subject to and not principally for conditioned upon the purpose of transferring the leasehold estate created hereby), and provided that following: (i) at the successor to time of any proposed subletting or assignment, Tenant resulting from shall not be in default under any of the mergerterms, consolidation provisions or purchase is a bona fide entity, conditions of this Lease; (ii) the successor to Tenant has a net worth, computed sublessee or assignee shall occupy only the Leased Premises and conduct its business in accordance with generally accepted accounting principles, at least equal to the greater of the net worth of Tenant as of the date of this lease, and Permitted Use; (iii) proof satisfactory if the rents, charges or other sums required to be paid by any such sublessee or assignee exceed the rents, charges or other sums reserved hereunder, then Tenant shall pay to Landlord monthly the entire amount of such net worth excess, which shall have been delivered to Landlord at least 30 days be deemed additional rent; (iv) prior to the effective date of the transaction. No such assignment occupancy, Tenant and its assignee or sublease of this lease shall be valid or binding upon Landlord unless the Tenant shall have complied with the provisions of this Section and this Article 13. In the case of an assignment, the assignee sublessee shall execute, acknowledge and deliver to Landlord a fully executed counterpart of a written assignment of lease or sublease, as the case may be, by the terms of which: (x) in case of an agreementassignment, in recordable form, whereby Tenant will assign to the assignee agrees unconditionally Tenant’s entire interest in this Lease, together with all prepaid rents and security deposited hereunder, and the assignee will accept said assignment and assume and agree to perform, directly for the benefit of Landlord, all of the terms, covenants and conditions of this Lease on the Tenant’s part to be performed; or (y) in case of a subletting, the sublease in all respects will be subject and subordinate to all of the terms, covenants and conditions of this Lease and the sublessee thereunder will agree to be bound by and to perform all of the terms, covenants and conditions of this Lease on the Tenant’s part to be performed; (v) in the event of an assignment of this Lease or subletting of all or part of the Leased Premises, Tenant shall, at its expense, comply with all requirements of The Americans With Disabilities Act relating to the assignee or sublessee, as the case may be, and its business; (vi) notwithstanding any such assignment or subletting under the terms of this paragraph, Tenant will not be released or discharged from any liability whatsoever under this Lease including the liability for payment of Minimum Rent, additional rent and any other sums reserved hereunder and will continue to be liable for all obligations of Tenant hereunder then accrued set forth herein with the same force and thereafter accruing effect as though no assignment or sublease had been made and further expressly agrees that notwithstanding Tenant shall confirm same to Landlord; (vi) Tenant shall pay to Landlord Landlord’s administrative costs, overhead and attorneys’ fees in connection with such assignment the provisions of this Article shall continue to be binding upon or subletting, which costs, overhead and fees are now estimated at Five Hundred Dollars ($500); and (viii) such assignee with respect to all future assignments. The failure or refusal of the assignee to execute, acknowledge or deliver such an agreement shall not release the assignee from its liability for the performance of the obligations of Tenant hereunder assumed by acceptance of the assignment of this leaseother conditions as Landlord may impose.*

Permitted Assignment. Anything in Notwithstanding the foregoing, Tenant shall have the right, upon 30 days’ prior written notice to Landlord but without obtaining Landlord’s prior written consent, to (i) assign this Section Lease or this lease to sublet any portion of the contrary notwithstanding, Landlord consents to the assignment or sublease of this lease Premises to any entity controlling, controlled by by, or under common control with Tenant (a “Permitted Assignment”), provided that Landlord shall have the right to approve the form of any such sublease or assignment, and (ii) permit a business entity that is a contractor or collaborator of Tenant, or otherwise has a business relationship with Tenant, and is providing Tenant services in the course of Tenant’s business operations at the Premises or is occupying the Building in furtherance of such business relationship with Tenant (a “Collaborator”) to use a portion of the Premises for any Permitted Use; provided, however, that (A) Tenant receives no compensation for such Collaborator use, (b) the entity into which Tenant may remains a Collaborator for the entire duration of such use and the entity is not indicated on the Building directory or any signage on the Premises, and (c) the entity occupies no more than 25% of the rentable area of the Premises (“Collaborator Occupancy”). Such Collaborator Occupancy shall not be merged deemed a sublease or consolidatedassignment hereunder, nor shall it vest in any such Collaborator any right, title, or interest in this Lease or the Premises nor shall it relieve, release, impair, or discharge any person of Tenant’s obligations hereunder. Tenant shall ensure that the Collaborator complies with the terms of this Lease, including, but not limited to, the obligation to obtain and maintain the insurance coverages as more fully described in Section 17 (Insurance). In connection with a Permitted Assignment, Landlord shall not have the right to elect an Assignment Termination and, in the case of a Permitted Assignment not involving a sublease, Tenant shall not be required to share Excess Rents (as defined below) with Landlord. Tenant shall have the right, as a Permitted Assignment, to assign this Lease, upon 20 days prior written notice to Landlord but without obtaining Landlord’s prior written consent, to a corporation or other entity which that is a successor successor-in-interest to the business of Tenant, by purchase thereof way of merger, consolidation, or corporate reorganization, or by arrangement effected pursuant to any law the purchase of all or regulatory agency action having substantially all of the assets or asserting the ownership interests of Tenant provided that (i) such authority (provided merger or consolidation, or such mergeracquisition or assumption, consolidation or purchase as the case may be, is for a valid good business purpose and not principally for the purpose of transferring the leasehold estate created hereby)this Lease, and provided that (i) the successor to Tenant resulting from the merger, consolidation or purchase is a bona fide entity, (ii) the successor to Tenant has a net worth, computed worth (as determined in accordance with generally accepted accounting principles, at least equal to GAAP) of the greater of assignee is not less than the net worth (as determined in accordance with GAAP) of Tenant as of the date of this leaseTenant’s most current quarterly or annual financial statements, and (iii) proof satisfactory such assignee shall agree in writing to Landlord assume all of such net worth shall have been delivered to Landlord at least 30 days prior to the terms, covenants, and conditions of this Lease arising after the effective date of the transaction. No such assignment or sublease of this lease shall be valid or binding upon Landlord unless the Tenant shall have complied with the provisions of this Section and this Article 13. In the case of an assignment, the assignee shall execute, acknowledge and deliver to Landlord an agreement, in recordable form, whereby the assignee agrees unconditionally to be bound by and perform all the obligations of Tenant hereunder then accrued and thereafter accruing and further expressly agrees that notwithstanding such assignment the provisions of this Article shall continue to be binding upon such assignee with respect to all future assignments. The failure or refusal of the assignee to execute, acknowledge or deliver such an agreement shall not release the assignee from its liability for the performance of the obligations of Tenant hereunder assumed by acceptance of the assignment of this lease.*

Permitted Assignment. Anything in this Section Any subletting or this lease assignment consented to the contrary notwithstanding, by Landlord consents to the assignment or sublease of this lease to any entity controlling, controlled by or under common control with Tenant, or to any entity into which Tenant may be merged or consolidated, or any person or entity which is a successor to the business of Tenant, by purchase thereof or by arrangement effected pursuant to any law or regulatory agency action having or asserting such authority (provided such merger, consolidation or purchase is for a valid business purpose this Article 15 shall be subject to and not principally for conditioned upon the purpose of transferring the leasehold estate created hereby), and provided that following: (i) at the successor to time of any proposed subletting or assignment, Tenant resulting from shall not be in default under any of the mergerterms, consolidation provisions or purchase is a bona fide entity, conditions of this Lease; (ii) the successor to Tenant has a net worth, computed sublessee or assignee shall occupy only the Leased Premises and conduct its business in accordance with generally accepted accounting principles, at least equal to the greater of the net worth of Tenant as of the date of this lease, and Permitted Use; (iii) proof satisfactory if the rents, charges or other sums required to be paid by any such sublessee or assignee exceed the rents, charges or other sums reserved hereunder, then Tenant shall pay to Landlord monthly the entire amount of such net worth excess, which shall have been delivered to Landlord at least 30 days be deemed additional rent; (iv) prior to the effective date of the transaction. No such assignment occupancy, Tenant and its assignee or sublease of this lease shall be valid or binding upon Landlord unless the Tenant shall have complied with the provisions of this Section and this Article 13. In the case of an assignment, the assignee sublessee shall execute, acknowledge and deliver to Landlord a fully executed counterpart of a written assignment of lease or sublease, as the case may be, by the terms of which: (x) in case of an agreementassignment, in recordable form, whereby Tenant will assign to the assignee agrees unconditionally Tenant’s entire interest in this Lease, together with all prepaid rents and security deposited hereunder, and the assignee will accept said assignment and assume and agree to perform, directly for the benefit of Landlord, all of the terms, covenants and conditions of this Lease on the Tenant’s part to be performed; or (y) in case of a subletting, the sublease in all respects will be subject and subordinate to all of the terms, covenants and conditions of this Lease and the sublessee thereunder will agree to be bound by and to perform all of the terms, covenants and conditions of this Lease on the Tenant’s part to be performed; (v) in the event of an assignment of this Lease or subletting of all or part of the Leased Premises, Tenant shall, at its expense, comply with all requirements of The Americans With Disabilities Act relating to the assignee or sublessee, as the case may be, and its business; (vi) notwithstanding any such assignment or subletting under the terms of this paragraph, Tenant will not be released or discharged from any liability whatsoever under this Lease including the liability for payment of Minimum Rent, additional rent and any other sums reserved hereunder and will continue to be liable for all obligations of Tenant hereunder then accrued set forth herein with the same force and thereafter accruing effect as though no assignment or sublease had been made and further expressly agrees that notwithstanding Tenant shall confirm same to Landlord: (vi) Tenant shall pay to Landlord Landlord’s administrative costs, overhead and attorneys’ fees in connection with such assignment the provisions of this Article shall continue to be binding upon or subletting, which costs, overhead and fees are now estimated at Five Hundred Dollars ($300); and (viii) such assignee with respect to all future assignments. The failure or refusal of the assignee to execute, acknowledge or deliver such an agreement shall not release the assignee from its liability for the performance of the obligations of Tenant hereunder assumed by acceptance of the assignment of this leaseother conditions as Landlord may impose.*

Permitted Assignment. Anything Notwithstanding the provisions of Section 5.1 of this Lease, Tenant may assign or in any manner transfer this Section Lease or this lease any estate or interest therein with Landlord's written consent, which written consent shall not be unreasonably withheld or denied, subject to the contrary notwithstanding, Landlord consents to the assignment or sublease of this lease to any entity controlling, controlled by or under common control with Tenant, or to any entity into which following conditions: (a) Tenant may be merged or consolidated, or any person or entity which is a successor to the business of Tenant, by purchase thereof or by arrangement effected pursuant to any law or regulatory agency action having or asserting such authority shall no less than thirty (provided such merger, consolidation or purchase is for a valid business purpose and not principally for the purpose of transferring the leasehold estate created hereby), and provided that (i30) the successor to Tenant resulting from the merger, consolidation or purchase is a bona fide entity, (ii) the successor to Tenant has a net worth, computed in accordance with generally accepted accounting principles, at least equal to the greater of the net worth of Tenant as of the date of this lease, and (iii) proof satisfactory to Landlord of such net worth shall have been delivered to Landlord at least 30 days prior to the effective date of the transaction. No such assignment or sublease of this lease shall be valid or binding upon provide Landlord unless the Tenant shall have complied with the provisions of this Section and this Article 13. In the case of an assignment, the assignee shall execute, acknowledge written request for consent to same ("Notice") and deliver to Landlord an agreementtherewith, the assignee's name, address and contact person, a description of assignee's business and copies of financial statements for the proposed assignee in recordable formform reasonably satisfactory to Landlord, whereby and such other documentation reasonably required by Landlord. (b) Landlord may terminate the assignee agrees unconditionally Lease by written notice to be bound by Tenant within ten (10) days of Notice in which case the Lease shall terminate automatically ten (10) days thereafter and perform all thereupon Tenant shall deliver the obligations of Tenant hereunder then accrued and thereafter accruing and further expressly agrees that notwithstanding such assignment the provisions Premises as required pursuant to Section 6.2 of this Article Lease. (c) The proposed assignee shall continue be engaged in a business of similar type and quality to that of Tenant's, shall use the Premises for the Permitted Use hereunder only and shall be binding upon such assignee of no less financial condition than Tenant. (d) Tenant shall reimburse Landlord, any expense (including without limitation attorneys' fees) incurred by Landlord in connection with respect the Notice or any assignment hereunder. ▇▇▇▇▇▇▇▇'s written consent to all future assignments. The failure or refusal of the assignee to executeany one assignment as provided hereunder, acknowledge or deliver such an agreement shall not release the be a waiver of ▇▇▇▇▇▇'s (or any assignee from its liability of Tenant's) obligation thereafter to receive ▇▇▇▇▇▇▇▇'s written consent to same as provided hereunder for the performance of the each subsequent assignment. Following any permitted assignment hereunder and notwithstanding Landlord's written consent to such assignment, Tenant shall remain liable for all Tenant's obligations of Tenant hereunder assumed by acceptance of the assignment of pursuant to this leaseLease.*