Common use of Permitted Controlled Transfers Clause in Contracts

Permitted Controlled Transfers. Notwithstanding the provisions of Sections 14.1 above to the contrary, Tenant may assign this Lease or sublet the Premises or any portion thereof or allow occupancy by sublease, license or other agreement (herein, a "Permitted Transfer"), without Landlord's consent, without payment of “Excess Rent” (as defined below), and without extending any sublease or termination option to Landlord, to any entity which is a parent, subsidiary, or sister company of Tenant or an entity which otherwise controls, is controlled by or is under common control with Tenant, or to any entity resulting from a merger or consolidation with Tenant, or to any person or entity which acquires all or substantially all the assets of Tenant's business as a going concern, provided that: (a) at least ten (10) days prior to such assignment or sublease, Tenant delivers to Landlord the financial statements and other financial and background information of the assignee or sublessee described in Section 14.3 below, unless prohibited by law or a confidentiality agreement; (b) if an assignment, the assignee assumes, in full, the obligations of Tenant under this Lease (or if a sublease, the sublessee of a portion of the Premises or Term assumes, in full, the obligations of Tenant with respect to such portion); (c) in connection with an assignment of this Lease only the financial net worth of the assignee equals or exceeds that of Tenant as of the date of execution of this Lease; (d) Tenant remains fully liable under this Lease; and (e) the use of the Premises under Section 6 remains unchanged.

Permitted Controlled Transfers. Notwithstanding the provisions of Sections 14.1 above this Paragraph 24 to the contrary, Tenant may assign this Lease or sublet the Premises or any portion thereof or allow occupancy by sublease, license or other agreement (herein, a "Permitted Transfer"), without Landlord's consent, without payment of “Excess Rent” (as defined below), consent and without extending any sublease or termination option to Landlord, to any entity which is a parent, subsidiary, subsidiary or sister company of Tenant or an entity affiliate corporation which otherwise controls, is controlled by or is under common control with Tenant, or to any entity corporation resulting from a merger or consolidation with Tenant, or to any person or entity which acquires all or substantially all of the assets or capital stock of Tenant, Tenant's business as a going concern, provided that: (ai) at least ten twenty (1020) days prior to such assignment or sublease, Tenant delivers to Landlord the financial statements and other financial and background information of the assignee or sublessee described in Section 14.3 Subparagraph 24(d) below, unless prohibited by law or a confidentiality agreement; (bii) if an assignment, the assignee assumes, in full, the obligations of Tenant under this Lease (or if a sublease, the sublessee of a portion of the Premises or Term assumes, in full, the obligations of Tenant with respect to such portion); (ciii) in connection with an assignment of this Lease only the financial net worth of the assignee or sublessee as of the time of the proposed assignment or sublease equals or exceeds that of Tenant as of the date of execution of this Lease; (div) Tenant remains fully liable under this Lease; and (ev) the use of the Premises under Section 6 Paragraph 8 remains unchangedsubstantially the same; and (vi) the use of the Premises by the assignee or subtenant does not involve any types or quantities of Hazardous Materials in addition to the types and quantities of Hazardous Materials used by Tenant that have been approved by Landlord.

Permitted Controlled Transfers. Notwithstanding the provisions of Sections 14.1 above to the contrary, Tenant may assign this Lease or sublet the Premises or any portion thereof or allow occupancy by sublease, license or other agreement (herein, a "“Permitted Transfer"”), without Landlord's consent, without payment of “Excess Rent” (as defined below), ’s consent and without extending any sublease or termination option to Landlord, to any entity which is an “Affiliate,” i.e., a parent, subsidiary, parent or sister company subsidiary of Tenant or an entity the parent or subsidiary of any corporation which otherwise controls, is controlled by or is under common control with Tenant, or to any corporation or other entity resulting from a merger merger, reorganization or consolidation with Tenant, or to any person or entity which acquires all or substantially at least 75% of all the assets or voting shares of Tenant's ’s business as a going concern, provided that: (ai) Tenant shall not be in default in the performance of any of its obligations under this Lease at the time of the assignment or sublease; (ii) at least ten (10) 15 days prior to the effective date of such assignment or sublease, Tenant delivers shall furnish Landlord with the name of the Affiliate and a written certification from an officer of Tenant certifying (A) the manner in which the proposed assignee is affiliated with Tenant and (B) that the type of business conducted in the Premises and the density of personnel in the Premises will not materially change as a result of such assignment; (iii) if an assignment, in Landlord’s reasonable judgment the Net Worth of the Affiliate is substantially equal or greater to the Net Worth of Tenant on the date of this Lease, and proof satisfactory to Landlord of such Net Worth shall have been delivered to Landlord at least fifteen (15) days prior to the financial statements and other financial and background information effective date of the assignee or sublessee described in Section 14.3 below, unless prohibited by law or a confidentiality agreementproposed assignment; (biv) if an assignment, the assignee assumes, in full, the obligations of Tenant under this Lease (or if a sublease, the sublessee of a portion of the Premises or Term assumes, in full, the obligations of Tenant with respect to such portion); (c) in connection with an assignment of this Lease only the financial net worth of the assignee equals or exceeds that of Tenant as of the date of execution of this Lease; (dv) Tenant remains fully liable under this LeaseLease and the Security Deposit remains in full force and effect; and (evi) the use of the Premises under Section 6 above remains unchanged.

Permitted Controlled Transfers. Notwithstanding the provisions of Sections 14.1 above to the contrary, Tenant may assign this Lease or sublet the Premises or any portion thereof or allow occupancy by sublease, license or other agreement (herein, a "Permitted Transfer"), without Landlord's consent, without payment of “Excess Rent” (as defined below), consent and without extending any sublease or termination option to Landlord, to a "Permitted Transferee," i.e., to any corporation or other entity which is a parent, subsidiary, or sister company of Tenant or an entity which otherwise controls, is controlled by or is under common control with Tenant, or to any entity corporation resulting from a merger or consolidation with Tenant, or to any person or entity which acquires all or substantially all the assets of Tenant's business as a going concern, provided that: (a) at least ten twenty (1020) days prior to such assignment or sublease, Tenant delivers to Landlord the financial statements and other financial and background information of the assignee or sublessee described in Section 14.3 below, unless prohibited by law or a confidentiality agreement; (b) if an assignment, the assignee assumes, in full, the obligations of Tenant under this Lease (or if a sublease, the sublessee of a portion of the Premises or Term assumes, in full, the obligations of Tenant with respect to such portion); and the Guarantor, if any, executes a reaffirmation of its Guaranty in form satisfactory to Landlord; (c) in connection with an assignment of this Lease only the financial net worth of the assignee or sublessee equals or exceeds that of Tenant as of the date of execution of this Lease; (d) Tenant remains fully liable under this Lease; and (e) the use of the Premises under Section Article 6 remains unchanged. In addition to the foregoing, Tenant shall be entitled to sublease up to 5,000 total rentable square feet of the Premises to ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇, a California partnership ("LMJ"), or any successor law firm of which ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ is a partner or member (LMJ and any such successor law firm being referred to hereinafter as "▇▇▇▇▇▇") and as part of the maximum 5,000 rentable square feet, Tenant may also sublease a portion of the Premises to ▇▇▇ ▇▇▇▇▇, attorney at law, ("▇▇▇▇▇") without Landlord's consent, but subject to the provisions set forth above in this Section 14.2 governing Permitted Transferees. Accordingly, ▇▇▇▇▇▇ and ▇▇▇▇▇ are hereby deemed Permitted Transferees for purposes of this Section 14.

Permitted Controlled Transfers. Notwithstanding the provisions of Sections 14.1 above this Paragraph 24 to the contrary, Tenant may assign this Lease or sublet the Premises or any portion thereof or allow occupancy by sublease, license or other agreement (herein, a "Permitted Transfer"), without Landlord's consent, without payment of “Excess Rent” (as defined below), consent and without extending any sublease or termination option to Landlord, to any entity which is a parent, subsidiary, subsidiary or sister company of Tenant or an entity affiliate corporation which otherwise controls, is controlled by or is under common control with Tenant, or to any entity corporation resulting from a merger or consolidation with Tenant, whether or not Tenant is the surviving entity, or to any person or entity which acquires all or substantially all the assets or stock of Tenant's business as a going concernconcern (collectively, a "Tenant Affiliate"), provided that: (ai) at least ten thirty (1030) days prior to such assignment or sublease, Tenant delivers to Landlord the financial statements and other financial and background information of the assignee or sublessee subtenant described in Section 14.3 Subparagraph 24(d) below, unless prohibited by law or a confidentiality agreement; (bii) if an assignment, the assignee assumes, in full, the obligations of Tenant under this Lease (or if a sublease, the sublessee subtenant of a portion of the Premises or Term assumes, in full, the obligations of Tenant with respect to such portion); (ciii) the financial condition of such successor or assignee is such that the substitution of such successor or assignee for Tenant hereunder would not reasonably be expected to materially adversely affect Landlord's ability to refinance any debt secured by the Development or sell the Development without a material reduction in the value attributed to the Development in connection with an assignment of this Lease only the financial net worth of the assignee equals such refinancing or exceeds that of Tenant as of the date of execution of this Leasesale; (div) Tenant remains fully liable under this Lease; and (ev) the use of the Premises under Paragraph 8 is consistent with the Permitted Use described in Paragraph 1(c) above. Without limiting the generality of the foregoing, for purposes of clause (iii) above, the financial condition of a successor or assignee shall not be deemed to reasonably be expected to materially adversely affect Landlord's ability to refinance any debt secured by the Development or sell the Development if: (A) such successor or assignee has a corporate credit rating or indebtedness rated, in either case, by a "nationally recognized statistical rating organization" (as defined under Rule 436(g)(2) under the Securities Act of 1933) of BBB or better if rated by Standard and Poors, or an equivalent rating if rated by any other nationally recognized statistical rating organization or (B) the obligations of such successor or assignee under this Lease are guaranteed by an entity meeting the qualifications of (A) above pursuant to a form of lease guaranty reasonably acceptable to Landlord; (C) the net worth of such successor following such proposed assignment or sublease is not less than $40,000,000; or (D) the obligations of such successor or assignee under this Lease are guaranteed by an entity having a net worth of not less than $40,000,000 without a material reduction in the value attributed to the Development in connection with such refinancing or sale. In the event of a Transfer which would constitute a Permitted Transfer but for a failure to comply with the provisions of Section 6 remains unchanged24(c)(iii) above, if Landlord elects, in its sole discretion, to terminate this Lease as a result of such unpermitted Transfer, Tenant shall be permitted to remain in the Premises for no more than twelve (12) months from the date Landlord gives Tenant notice of Landlord's election to terminate the Lease provided that (A) Tenant provides Landlord with a letter of credit in form and substance reasonably acceptable to Landlord in an amount not less than the equivalent of nine (9) months of the then current Monthly Base Rent and (B) Tenant otherwise is not in default under this Lease beyond any applicable cure period.

Permitted Controlled Transfers. Notwithstanding the provisions of Sections 14.1 above to the contrary, Tenant may assign this Lease or sublet the Premises or any portion thereof or allow occupancy by sublease, license or other agreement (herein, a "“Permitted Transfer"”), without Landlord's consent, without payment of “Excess Rent” (as defined below)’s consent but with prior written notice, and without extending releasing Tenant of any sublease or termination option to Landlordliability under this Lease, to an “Affiliate,” i.e., a parent or subsidiary of Tenant or the parent or subsidiary of any entity which is a parent, subsidiary, or sister company of Tenant or an entity which otherwise controls, is controlled by or is under common control with Tenant, or to any entity resulting from a merger merger, reorganization or consolidation with Tenant, or to any person or entity which acquires all or substantially all the assets of Tenant's ’s business as a an on-going concernconcern or to any person or entity which acquires substantially all of the shares of Tenant, provided that: (ai) Tenant shall not be in default in the performance of any of its obligations under this Lease at the time of the Permitted Transfer; (ii) at least ten (10) 10 days prior to the effective date of such assignment Permitted Transfer (provided, if such prior notice is not allowed by applicable law or subleaserestrictions on Tenant with regards to such transaction, then such notice shall be provided within 10 days after the effective date of such Permitted Transfer), Tenant delivers to shall furnish Landlord with the financial statements and other financial and background information name of the assignee Affiliate and a written certification from an officer of Tenant certifying (A) the manner in which the proposed Affiliate is affiliated with Tenant, (B) that the type of business conducted in the Premises will not materially change as a result of such Permitted Transfer, and (C) that the net worth of the Affiliate is substantially equal or sublessee described in Section 14.3 belowgreater to the net worth of Tenant on the date just prior to the merger or acquisition and Permitted Transfer, unless prohibited by law or a confidentiality agreement; (biii) if an assignment, the assignee Affiliate assumes, in full, the obligations of Tenant under this Lease Lease, (or if a sublease, the sublessee of a portion of the Premises or Term assumes, in full, the obligations of Tenant with respect to such portion); (c) in connection with an assignment of this Lease only the financial net worth of the assignee equals or exceeds that of Tenant as of the date of execution of this Lease; (div) Tenant remains fully liable under this Lease; and (ev) the use of the Premises under Section 6 5 above remains unchanged.

Permitted Controlled Transfers. Notwithstanding the provisions ------------------------------ of Sections 14.1 above this Paragraph 25 to the contrary, Tenant may assign this Lease or sublet the Premises or any portion thereof or allow occupancy by sublease, license or other agreement (herein, a "Permitted Transfer")thereof, without Landlord's consent, without payment of “Excess Rent” (as defined below), consent and without extending any assignment or sublease or termination option to Landlord, to any entity which is a parent, subsidiary, or sister company of Tenant or an entity which otherwise controls, is controlled by or is under common control with TenantTenant (any such entity being referred to herein as "Tenant Affiliate"), or to any entity corporation resulting from a merger or consolidation with Tenant, or to any person or entity which acquires all or substantially all the assets of Tenant's business as a going concern, provided that: (ai) at least ten twenty (1020) days prior to such assignment or sublease, Tenant delivers to Landlord the financial statements and other financial and background information of the assignee or sublessee described in Section 14.3 below, unless prohibited by law or a confidentiality agreementSubparagraph 25(b) above; (bii) if an assignment, the assignee assumes, in full, the obligations of Tenant under this Lease (or if a sublease, the sublessee of a portion of the Premises or Term assumes, in full, the obligations of Tenant with respect to such portion); (ciii) the proposed assignee or sublessee has, in connection with an assignment the reasonable opinion of Landlord, a sufficient net worth to ensure the performance by such proposed assignee or such proposed sublessee of the obligations of Tenant under this Lease only the financial net worth of the which are assumed by such assignee equals or exceeds that of Tenant sublessee as of the date of execution of this Leaseprovided in clause (ii) above; (div) Tenant remains fully liable under this Lease; and (ev) the use of the Premises under Section 6 Paragraph 8 remains unchanged; and (vi) such transaction is not entered into as a subterfuge to avoid the restrictions and provisions of this Paragraph 25. The term "control" and variations thereof as used in this Subparagraph 25(h) shall mean with respect to a corporation the right to exercise, directly or indirectly, more than fifty percent (50%) of the voting rights attributable to the controlled corporation, and, with respect to any partnership or limited liability company, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of the controlled partnership or limited liability company, as applicable.

Permitted Controlled Transfers. Notwithstanding the any provisions of Sections 14.1 this Section 12 above to the contrary, Tenant may assign this Lease or sublet the Premises or any portion thereof or allow occupancy by sublease, license or other agreement (herein, a "Permitted Transfer")thereof, without Landlord's consent, without payment consent (except as to the form of “Excess Rent” (as defined below), assignment or sublease) and without extending any sublease or termination option to Landlord, to any entity corporation, limited liability company which is a parent, subsidiary, or sister company of Tenant or an entity which otherwise controls, is controlled by or is under common control with Tenant, or to any corporation or other legal entity resulting from a merger or consolidation with Tenant, or to any person or entity which acquires all or substantially all of the assets of Tenant's business as a going concern, provided that: (a) at least ten thirty (1030) days prior to such assignment or sublease, Tenant delivers to Landlord the financial statements and other financial and background information of the assignee or sublessee described in Section 14.3 below, unless prohibited by law 12.03 above and the proposed form of assignment or a confidentiality agreementsublease; (b) if an assignment, the assignee assumes, in full, the obligations of Tenant under this Lease (or if a sublease, the sublessee of a portion of the Premises or Term assumes, in full, the obligations of Tenant with respect to such portion); (c) in connection with an assignment of this Lease only the financial net worth of the assignee equals or exceeds that of Tenant as of the date of execution of this Lease; (d) Tenant remains fully liable under this LeaseLease and will continue to have a net worth not less than Tenant's net worth on the date hereof; and (e) Tenant provides Landlord with a written ratification agreement from each guarantor of this Lease in form and substance satisfactory to Landlord; (f) the use of the Premises permitted under Section 6 7.01 of this Lease remains unchanged; and (g) such transaction is not entered into as a subterfuge to avoid the restrictions and provisions of this Section 12. Landlord acknowledges that Tenant is a publicly traded company and that the sale of the capital stock in Tenant shall not be deemed an assignment of this Lease.