Common use of Permitted Transferee Clause in Contracts

Permitted Transferee. Notwithstanding anything to the contrary contained in Paragraphs 32.1 or 32.3, above, no consent of Landlord will be required for, and no amounts will be payable to Landlord in connection with, any assignment or subletting to any of the following (any of which will constitute a “Permitted Transferee”): 32.4.1. Any parent company which owns all or substantially all of the voting and beneficial interests in Tenant and which has a net worth (determined in accordance with GAAP) equal to or greater than Tenant’s net worth as of the day before such transaction or as of the Commencement Date, whichever is less; 32.4.2. Any surviving or successor entity resulting from a merger, consolidation, or sale of substantially all of the assets of Tenant, where the net worth of the resulting or acquiring company exceeds (as determined in accordance with GAAP) the net worth of the Tenant as of the day prior to such transaction or as of the Commencement Date, whichever is less; or 32.4.3. Any sale of stock as part of a “public offering” on one of the nationally recognized securities exchanges (such as, without limitation, NYSE or NASDAQ). Notwithstanding the foregoing, and as a condition to the effectiveness of any such Transfer to a Permitted Transferee, at least 20 days prior to any proposed Transfer to a Permitted Transferee, Tenant shall notify Landlord in writing of its intention to undertake such a Transfer and provide Landlord with sufficient information to confirm that such entity will in fact be a Permitted Transferee. Landlord shall keep all such information confidential. Other than the right to engage in such a Transfer to a Permitted Transferee without Landlord’s consent, all other provisions of this Paragraph 32 shall apply to such a Transfer. Furthermore, if the Permitted Transferee is not in as strong a financial position as Tenant (as reasonably determined by Landlord), based on Tenant’s financial position both as of the date of this Lease and as of the date of such Transfer, then as a condition to the effectiveness of such Transfer, Tenant shall, at Landlord’s request, provide Landlord with an acceptable guarantor of this Lease on Landlord’s standard form.

Permitted Transferee. Notwithstanding anything to the contrary contained in Paragraphs 32.1 31.1 or 32.331.3, above, no consent of Landlord will be required for, and no amounts will be payable to Landlord in connection with, any assignment or subletting to any of the following (any of which will constitute a “Permitted Transferee”): 32.4.131.4.1. Any parent parent, wholly-owned subsidiary, or other company of which Tenant owns all or substantially all of the voting and beneficial interests, or which company owns all or substantially all of the voting and beneficial interests in Tenant Tenant, and which parent, subsidiary, or other company has a net worth (determined in accordance with GAAP) equal to or greater than Tenant’s net worth as of the day before such transaction or as of the Lease Commencement Date, whichever is less; 32.4.231.4.2. Any surviving or successor entity resulting from a merger, consolidation, or sale of substantially all of the assets of Tenant, where the net worth of the resulting or acquiring company exceeds (as determined in accordance with GAAP) ), the net worth of the Tenant as of the day prior to such transaction or as of the Lease Commencement Date, whichever is less; or 32.4.331.4.3. Any sale of stock as part of a “public offering” on one of the nationally recognized securities exchanges (such as, without limitation, NYSE or NASDAQ). Notwithstanding the foregoing, and as a condition precedent to the effectiveness of any such Transfer to a Permitted Transferee, at least 20 days prior to any proposed Transfer to a Permitted Transferee, Tenant shall notify Landlord in writing of its intention to undertake such a Transfer and provide Landlord with sufficient information to confirm that such entity will in fact be a Permitted TransfereeTransferee and the assigning Tenant shall execute Landlord’s form guaranty—which guaranty shall serve to release such assigning Tenant from direct liability hereunder and such assigning Tenant will then only have liability for matters first accruing under this Lease thereafter pursuant to such guaranty (it being understood that if such assigning Tenant fails to execute such a Guaranty, then such assignment shall constitute an Event of Default, such Transfer will be void, and such assigning Tenant shall remain primarily liable hereunder). Landlord shall keep all such information confidential. Other than the right to engage in such a Transfer to a Permitted Transferee without Landlord’s consent, all other provisions of this Paragraph 32 31.2 shall apply to such a Transfer. Furthermore, if the Permitted Transferee is not in as strong a financial position as Tenant (as reasonably determined by Landlord), based on Tenant’s financial position both as of the date of this Lease and as of the date of such Transfer, then as a condition to the effectiveness of such Transfer, Tenant shall, at Landlord’s request, provide Landlord with an acceptable guarantor of this Lease on Landlord’s standard form.

Permitted Transferee. Notwithstanding anything to the contrary contained in Paragraphs 32.1 31.1 or 32.331.3, above, no consent of Landlord will be required for, and no amounts will be payable to Landlord in connection with, any assignment or subletting Transfer to any of the following (any of which will constitute a “Permitted Transferee”): 32.4.131.4.1. Any parent parent, wholly-owned subsidiary, or other company of which Tenant owns all or substantially all of the voting and beneficial interests, or which company owns all or substantially all of the voting and beneficial interests in Tenant Tenant, and which parent, subsidiary, or other company has a net worth (determined in accordance with GAAP) equal to or greater than Tenant’s net worth as of the day before such transaction or as of the Lease Commencement Date, whichever is less; 32.4.231.4.2. Any surviving or successor entity resulting from a merger, consolidation, or sale of substantially all of the assets of Tenant, where the net worth of the resulting or acquiring company exceeds (as determined in accordance with GAAP) ), the net worth of the Tenant as of the day prior to such transaction or as of the Lease Commencement Date, whichever is less; or 32.4.331.4.3. Any sale of stock as part of a “public offering” on one of the nationally recognized securities exchanges (such as, without limitation, NYSE or NASDAQ)) or as part of an employee stock purchase program. 31.4.4. The sale or transfer of substantially all of Tenant’s assets in the state the Premises are located. Notwithstanding the foregoing, and as a condition precedent to the effectiveness of any such Transfer to a Permitted Transferee, at least 20 days prior to any proposed Transfer to a Permitted Transferee, Tenant shall notify Landlord in writing of its intention to undertake such a Transfer and provide Landlord with sufficient information to confirm that such entity will in fact be a Permitted TransfereeTransferee and the assigning Tenant shall execute Landlord’s form guaranty—which guaranty shall serve to release such assigning Tenant from direct liability hereunder and such assigning Tenant will then only have liability for matters first accruing under this Lease thereafter pursuant to such guaranty (it being understood that if such assigning Tenant fails to execute such a Guaranty, then such assignment shall constitute an Event of Default, such Transfer will be void, and such assigning Tenant shall remain primarily liable hereunder). Landlord shall keep all such information confidential. Other than the right to engage in such a Transfer to a Permitted Transferee without Landlord’s consent, all other provisions of this Paragraph 32 31.2 shall apply to such a Transfer. Furthermore, if the Permitted Transferee is not in as strong a financial position as Tenant (as reasonably determined by Landlord), based on Tenant’s financial position both as of the date of this Lease and as of the date of such Transfer, then as a condition to the effectiveness of such Transfer, Tenant shall, at Landlord’s request, provide Landlord with an acceptable guarantor of this Lease on Landlord’s standard form.

Permitted Transferee. Notwithstanding anything to the contrary contained in Paragraphs 32.1 or 32.3, above, no consent of Landlord will be required for, and no amounts will be payable to Landlord in connection with, any assignment or subletting to any of the following (any of which will constitute a “Permitted Transferee”): 32.4.1. Any parent company which owns all or substantially all of the voting and beneficial interests in Tenant and which has a net worth (determined in accordance with GAAP) equal to or greater than Tenant’s net worth as of the day before such transaction or as of the Lease Commencement Date, whichever is less; 32.4.2. Any surviving or successor entity resulting from a merger, consolidation, or sale of substantially all of the assets of Tenant, where the net worth of the resulting or acquiring company exceeds (as determined in accordance with GAAP) the net worth of the Tenant as of the day prior to such transaction or as of the Lease Commencement Date, whichever is less; or 32.4.3. Any sale of stock as part of a “public offering” on one of the nationally recognized securities exchanges (such as, without limitation, NYSE or NASDAQ). Notwithstanding the foregoing, and as a condition to the effectiveness of any such Transfer to a Permitted Transferee, at least 20 days prior to any proposed Transfer to a Permitted Transferee, Tenant shall notify Landlord in writing of its intention to undertake such a Transfer and provide Landlord with sufficient information to confirm that such entity will in fact be a Permitted Transferee. Landlord shall keep all such information confidential. Other than the right to engage in such a Transfer to a Permitted Transferee without Landlord’s consent, all other provisions of this Paragraph 32 shall apply to such a Transfer. Furthermore, if the Permitted Transferee is not in as strong a financial position as Tenant (as reasonably determined by Landlord), based on Tenant’s financial position both as of the date of this Lease and as of the date of such Transfer, then as a condition to the effectiveness of such Transfer, Tenant shall, at Landlord’s request, provide Landlord with an acceptable guarantor of this Lease on Landlord’s standard form.

Permitted Transferee. Notwithstanding anything to the contrary contained in Paragraphs 32.1 31.1 or 32.331.3, above, no consent of Landlord will be required for, and no amounts will be payable to Landlord in connection with, any assignment or subletting to any of the following (any of which will constitute a “Permitted Transferee”): 32.4.131.4.1. Any parent parent, wholly-owned subsidiary, or other company of which Tenant owns all or substantially all of the voting and beneficial interests, or which company owns all or substantially all of the voting and beneficial interests in Tenant Tenant, and which parent, subsidiary, or other company has a tangible net worth (excluding good will as an asset) (determined in accordance with GAAP) equal to or greater than Tenant’s net worth as of the day before such transaction Two Hundred Fifty Million Dollars ($250,000,000); or as of the Commencement Date, whichever is less;American Assets Trust – Lease Form 1/31/2023 32.4.231.4.2. Any surviving or successor entity resulting from a merger, consolidation, or sale of substantially all of the assets of Tenant, where the tangible net worth (excluding good will as an asset) of the resulting or acquiring company exceeds (as determined in accordance with GAAP) ), the tangible net worth (excluding good will as an asset) of the Tenant as of the day prior to such transaction or as of the Commencement Date, whichever is less; or 32.4.3. Any sale of stock as part of a “public offering” on one of the nationally recognized securities exchanges Two Hundred Fifty Million Dollars (such as, without limitation, NYSE or NASDAQ$250,000,000). Notwithstanding the foregoing, and as a condition precedent to the effectiveness of any such Transfer to a Permitted Transferee, at least 20 ten (10) days prior to any proposed Transfer to a Permitted TransfereeTransferee (except in the case of Paragraph 31.4.2 above where confidentiality restrictions prevent disclosure (in which case Tenant shall promptly notify Landlord when such confidentiality restrictions are lifted)), Tenant shall notify Landlord in writing of its intention to undertake such a Transfer and provide Landlord with sufficient information to confirm that such entity will in fact be a Permitted TransfereeTransferee and the assigning Tenant shall execute Landlord's form guaranty—which guaranty shall serve to release such assigning Tenant from direct liability hereunder and such assigning Tenant will then have liability for matters accruing under this Lease thereafter pursuant to such guaranty and not under the Lease, but Tenant shall continue to be liable for any claims and liability accrued prior to such Transfer (it being understood that if such assigning Tenant fails to execute such a guaranty, then such assignment shall constitute an Event of Default, such Transfer will be void, and such assigning Tenant shall remain primarily liable hereunder). Landlord shall keep all such information pertaining to a proposed Transfer or a Proposed Transferee confidential. Other than the right to engage in such a Transfer to a Permitted Transferee without Landlord’s consent, all other provisions of this Paragraph 32 31.2 shall apply to such a Transfer. Furthermore, if the Permitted Transferee is not in as strong a financial position as Tenant (as reasonably determined by Landlord), based on Tenant’s financial position both as of the date of this Lease and as of the date of such Transfer, then as a condition to the effectiveness of such Transfer, Tenant shall, at Landlord’s request, provide Landlord with an acceptable guarantor of this Lease on Landlord’s standard form.

Permitted Transferee. Notwithstanding anything to the contrary contained in Paragraphs 32.1 31.1 or 32.331.3, above, no consent of Landlord will be required for, and no amounts will be payable to Landlord in connection with, any assignment or subletting to any of the following (any of which will constitute a “Permitted Transferee”): 32.4.131.4.1. Any parent parent, wholly-owned subsidiary, or other company of which Tenant owns all or substantially all of the voting and beneficial interests, or which company owns all or substantially all of the voting and beneficial interests in Tenant Tenant, and which parent, subsidiary, or other company has a net worth (determined in accordance with GAAP) equal to or greater than Tenant’s net worth as of the day before such transaction or as of the Lease Commencement Date, whichever is less; 32.4.231.4.2. Any surviving or successor entity resulting from a merger, consolidation, or sale of substantially all of the assets of Tenant, where the net worth of the resulting or acquiring company exceeds (as determined in accordance with GAAP) ), the net worth of the Tenant as of the day prior to such transaction or as of the Lease Commencement Date, whichever is less; or 32.4.331.4.3. Any sale of stock as part of a “public offering” on one of the nationally recognized securities exchanges (such as, without limitation, NYSE or NASDAQ). Notwithstanding the foregoing, and as a condition precedent to the effectiveness of any such Transfer to a Permitted Transferee, at least 20 days prior to any proposed Transfer to a Permitted Transferee, Tenant shall notify Landlord in writing of its intention to undertake such a Transfer and provide Landlord with sufficient information to confirm that such entity will in fact be a Permitted TransfereeTransferee and the assigning Tenant shall execute Landlord's form guaranty—which guaranty shall serve to release such assigning Tenant from direct liability hereunder and such assigning Tenant will then only have liability for matters first accruing under this Lease thereafter pursuant to such guaranty (it being understood that if such assigning Tenant fails to execute such a Guaranty, then such assignment shall constitute an Event of Default, such Transfer will be void, and such assigning Tenant shall remain primarily liable hereunder). Landlord shall keep all such information confidential. Other than the right to engage in such a Transfer to a Permitted Transferee without Landlord’s consent, all other provisions of this Paragraph 32 31.2 shall apply to such a Transfer. FurthermoreLandlord hereby approves the subleasing of one office space and one work station to Leading Biosciences, if Inc. upon the Permitted Transferee is not in as strong a financial position as Tenant Rent Commencement Date through April 30, 2017 (as reasonably determined by Landlordthe “Leasing Biosciences Sublease”), based on Tenant’s financial position both as of the date of this Lease and as of the date of such Transfer, then as a condition . With respect to the effectiveness of such TransferLeading Biosciences Sublease only, Tenant shall, at shall not (i) be required to obtain Landlord’s requestwritten approval, provide Landlord with an acceptable guarantor of this Lease on or (ii) be required to pay any consent fees to Landlord’s standard form.

Permitted Transferee. Notwithstanding anything to the contrary contained in Paragraphs 32.1 31.1 or 32.331.3, above, no consent of Landlord will be required for, and no amounts will be payable to Landlord in connection with, any assignment or subletting Transfer to any of the following (any of which will constitute a “Permitted Transferee”): 32.4.1. 31.4.1 Any parent parent, wholly-owned subsidiary, or other company of which Tenant owns all or substantially all of the voting and beneficial interests, or which company owns all or substantially all of the voting and beneficial interests in Tenant Tenant, and which parent, subsidiary, or other company has a net worth (determined in accordance with GAAP) equal to or greater than Tenant’s net worth as of the day before such transaction or as of the Lease Commencement Date, whichever is less; 32.4.2. 31.4.2 Any surviving or successor entity resulting from a merger, consolidation, or sale of substantially all of the assets of Tenant, where the net worth of the resulting or acquiring company exceeds (as determined in accordance with GAAP) ), the net worth of the Tenant as of the day prior to such transaction or as of the Lease Commencement Date, whichever is less; or 32.4.3. 31.4.3 Any sale of stock as part of a “public offering” on one of the nationally recognized securities exchanges (such as, without limitation, NYSE or NASDAQ)) or as part of an employee stock purchase program. 31.4.4 The sale or transfer of substantially all of Tenant’s assets in the state the Premises are located. Notwithstanding the foregoing, and as a condition precedent to the effectiveness of any such Transfer to a Permitted Transferee, at least 20 days prior to any proposed Transfer to a Permitted Transferee, Tenant shall notify Landlord in writing of its intention to undertake such a Transfer and provide Landlord with sufficient information to confirm that such entity will in fact be a Permitted TransfereeTransferee and the assigning Tenant shall execute Landlord’s form guaranty which guaranty shall serve to release such assigning Tenant from direct liability hereunder and such assigning Tenant will then only have liability for matters first accruing under this Lease thereafter pursuant to such guaranty (it being understood that if such assigning Tenant fails to execute such a Guaranty, then such assignment shall constitute an Event of Default, such Transfer will be void, and such assigning Tenant shall remain primarily liable hereunder). Landlord shall keep all such information confidential. Other than the right to engage in such a Transfer to a Permitted Transferee without Landlord’s consent, all other provisions of this Paragraph 32 31.2 shall apply to such a Transfer. Furthermore, if the Permitted Transferee is not in as strong a financial position as Tenant (as reasonably determined by Landlord), based on Tenant’s financial position both as of the date of this Lease and as of the date of such Transfer, then as a condition to the effectiveness of such Transfer, Tenant shall, at Landlord’s request, provide Landlord with an acceptable guarantor of this Lease on Landlord’s standard form.

Permitted Transferee. Notwithstanding anything to the contrary contained in Paragraphs 32.1 or 32.3, above, no consent of Landlord will be required for, and no amounts will be payable to Landlord in connection with, any assignment or subletting to any of the following (any of which will constitute a “"Permitted Transferee”"): 32.4.1. Any parent parent, wholly-owned subsidiary, or other company of which Tenant owns all or a majority all of the voting and beneficial interests, or which company owns all or substantially all of the voting and beneficial interests in Tenant Tenant, and which parent, subsidiary, or other company has a net worth (determined in accordance with GAAP) equal to or greater than Tenant’s 's net worth as of the day before such transaction or as of the Lease Commencement Date, whichever is less; 32.4.2. Any surviving or successor entity resulting from a merger, consolidation, or sale of substantially majority all of the assets of Tenant, where the net worth of the resulting or acquiring company exceeds (as determined in accordance with GAAP) the net worth of the Tenant as of the day prior to such transaction or as of the Lease Commencement Date, whichever is less; or 32.4.3. Any sale of stock as part of a “"public offering” " on one of the nationally recognized securities exchanges (such as, without limitation, NYSE or NASDAQ). Notwithstanding the foregoing, and as a condition to the effectiveness of any such Transfer to a Permitted Transferee, at least 20 ten days prior to any proposed Transfer to a Permitted Transferee, Tenant shall notify Landlord in writing of its intention to undertake such a Transfer and provide Landlord with sufficient information to confirm that such entity will in fact be a Permitted Transferee; provided, however, no such notice shall be required in connection with a Permitted Transfer pursuant to Paragraph 32.4.3 of this Lease. Landlord shall keep all such information confidentialconfidential except as may be required by any court or authority of competent jurisdiction or which information is already in the public domain, or except for the disclosure of such information to prospective buyers and lenders or the advisers and professionals of the parties or such prospective buyers and lenders. Other than the right to engage in such a Transfer to a Permitted Transferee without Landlord’s 's consent, all other provisions of this Paragraph 32 32.2 shall apply to such a Transfer. FurthermoreIn addition to the foregoing Permitted Transferees, if the Permitted Transferee is not in as strong a financial position as Tenant (as reasonably determined by Landlord), based on Tenant’s financial position both as may also sublet up to 1,000 Rentable Square Feet of the date Premises in the aggregate at any one time (a "Special Subletting(s)") for all or any portion of the Term of this Lease and as (including, any applicable Extension Term relative to an Option to Extend which is exercised by Tenant in accordance with the requirements of this Lease) upon notice to Landlord, provided that no demising wall is created to separate the office spaces occupied by such subtenant(s) from the remainder of the date Premises, no separate reception area is created for any such subtenant(s) and the business operated by such subtenant(s) is consistent with the quality of such Transfer, then the Project as a condition first class office project. In addition, Landlord agrees that such Special Subletting by Tenant will be viewed in the same manner as a Transfer to a Permitted Transferee and, as such, will be exempt from the effectiveness consent by Landlord requirements, the payment of such Transferany Transfer premium requirements, Tenant shall, at Landlord’s request, provide Landlord with an acceptable guarantor and the other restrictions of this Lease on Landlord’s standard formParagraph 32 which do not apply to a Transfer to a Permitted Transferee; but shall require the same notice as is required in connection with a Transfer to a Permitted Transferee.

Permitted Transferee. Notwithstanding anything to the contrary contained in Paragraphs 32.1 31.1 or 32.331.3, above, no consent of Landlord will be required for, and no amounts will be payable to Landlord in connection with, any assignment or subletting to any of the following (any of which will constitute a “Permitted Transferee”): 32.4.131.4.1. Any parent parent, wholly-owned subsidiary, or other company of which Tenant owns all or substantially all of the voting and beneficial interests, or which company owns all or substantially all of the voting and beneficial interests in Tenant Tenant, and which parent, subsidiary, or other company has a net worth (determined in accordance with GAAP) equal to or greater than Tenant’s net worth as of the day before such transaction or as of the Lease Commencement Date, whichever is less; 32.4.231.4.2. Any surviving or successor entity resulting from a merger, consolidation, or sale of substantially all of the assets of Tenant, where the net worth of the resulting or acquiring company exceeds (as determined in accordance with GAAP) ), the net worth of the Tenant as of the day prior to such transaction or as of the Lease Commencement Date, whichever is less; or 32.4.331.4.3. Any sale of stock as part of a “public offering” on one of the nationally recognized securities exchanges (such as, without limitation, NYSE or NASDAQ). Notwithstanding the foregoing, and as a condition precedent to the effectiveness of any such Transfer to a Permitted TransfereeTransferee under Sections 31.4.1 or 31.4.2, at least 20 days prior to any proposed Transfer to a Permitted Transferee, Tenant shall notify Landlord in writing of its intention to undertake such a Transfer and provide Landlord with sufficient information to confirm that such entity will in fact be a Permitted TransfereeTransferee and the assigning Tenant shall execute Landlord’s form guaranty—which guaranty shall serve to release such assigning Tenant from direct liability hereunder and such assigning Tenant will then only have liability for matters first accruing under this Lease thereafter pursuant to such guaranty (it being understood that if such assigning Tenant fails to execute such a Guaranty, then such assignment shall constitute an Event of Default, such Transfer will be void, and such assigning Tenant shall remain primarily liable hereunder). Landlord shall keep all such information confidential. Other than the right to engage in such a Transfer to a Permitted Transferee without Landlord’s consent, all other provisions of this Paragraph 32 31.2 shall apply to such a Transfer. Furthermore, if the Permitted Transferee is not in as strong a financial position as Tenant (as reasonably determined by Landlord), based on Tenant’s financial position both as of the date of this Lease and as of the date of such Transfer, then as a condition to the effectiveness of such Transfer, Tenant shall, at Landlord’s request, provide Landlord with an acceptable guarantor of this Lease on Landlord’s standard formTransfer under Sections 31.4.1 or 31.4.2.

Permitted Transferee. Notwithstanding anything to the contrary contained in Paragraphs 32.1 or 32.3Paragraph 31.1, above, no consent of Landlord will be required for, and no amounts will be payable to Landlord in connection with, for any assignment or subletting to any of the following (any of which will constitute a “Permitted Transferee”): 32.4.131.4.1. Any parent company which owns all or substantially all of the voting and beneficial interests in Tenant; Landlord /s/ JC Tenant and which has a net worth (determined in accordance with GAAP) equal to or greater than Tenant’s net worth as of the day before such transaction or as of the Commencement Date, whichever is less;/s/ RCB 32.4.2. Any surviving or successor entity resulting from a merger, consolidation, or sale of substantially all of the assets of Tenant, where the net worth of the resulting or acquiring company exceeds (as determined in accordance with GAAP) the net worth of the Tenant as of the day prior to such transaction or as of the Commencement Date, whichever is less; or 32.4.331.4.2. Any sale of stock as part of a “public offering” on one of the nationally recognized securities exchanges (such as, without limitation, as NYSE or NASDAQ); or 31.4.3. Any entity that succeeds to all of the assets of Tenant by reason of a merger, consolidation, or other transaction. Notwithstanding the foregoing, and as a condition to the effectiveness of any such Transfer to a Permitted Transferee, at least 20 days prior to any proposed Transfer to a Permitted Transferee, Tenant shall notify Landlord in writing of its intention to undertake such a Transfer and provide Landlord with sufficient information to confirm that such entity will in fact be a Permitted Transferee. Landlord shall keep all such information confidential. Other than the right to engage in such a Transfer to a Permitted Transferee without Landlord’s consent, all other provisions of this Paragraph 32 31 shall apply to such a Transfer. Furthermore, if the Permitted Transferee is not in as strong a financial position as Tenant (as reasonably determined by Landlord), based on Tenant’s financial position both as of the date of this Lease and as of the date of such Transfer, then as a condition to the effectiveness of such Transfer, Tenant shall, at Landlord’s request, provide Landlord with an acceptable guarantor execute a guaranty of this Lease on Landlord’s standard form.

Permitted Transferee. Notwithstanding anything to the contrary contained in Paragraphs 32.1 or 32.3, abovethis Paragraph 32, no consent of Landlord will be required for, and no amounts will be payable to Landlord in connection with, for any assignment or subletting Transfer to any of the following (any of which will constitute a “Permitted Transferee”): 32.4.1. 32.4.1 Any parent parent, wholly-owned subsidiary, or other company of which Tenant owns all or substantially all of the voting and beneficial interests, or which company owns all or substantially all of the voting and beneficial interests in Tenant Tenant, and which parent, subsidiary, or other company has a net worth (determined in accordance with GAAP) equal to or greater than Tenant’s net worth as of the day before such transaction or as of the Lease Commencement Date, whichever is less; 32.4.2. 32.4.2 Any surviving or successor entity resulting from a merger, consolidation, or sale of substantially all of the assets of Tenant, where the net worth of the resulting or acquiring company exceeds (as determined in accordance with GAAP) the net worth of the Tenant as of the day prior to such transaction or as of the Lease Commencement Date, whichever is less; or 32.4.3. 32.4.3 Any sale of stock as part of in connection with a “public offering” on one of the nationally recognized securities exchanges (such as, without limitation, NYSE or NASDAQ). Notwithstanding the foregoing, and as a condition to the effectiveness of any such Transfer to a Permitted Transferee, at least 20 twenty (20) days prior to any proposed Transfer to a Permitted Transferee, Tenant shall notify Landlord in writing of its intention to undertake such a Transfer and provide Landlord with sufficient information to confirm that such entity will in fact be a Permitted Transferee. Landlord shall keep all such information confidential. Other than the right to engage in such a Transfer to a Permitted Transferee without Landlord’s consent, all other provisions of this Paragraph 32 32.2 shall apply to such a Transfer. Furthermore, if the Permitted Transferee is not in as strong a financial position as Tenant (as reasonably determined by Landlord), based on Tenant’s financial position both as of the date of this Lease and as of the date of such Transfer, then as a condition to the effectiveness of such Transfer, Tenant shall, at Landlord’s request, provide Landlord with an acceptable guarantor of this Lease on Landlord’s standard form.

Permitted Transferee. Notwithstanding anything to the contrary contained in Paragraphs 32.1 31.1 or 32.331.3, above, no consent of Landlord will be required for, and no amounts will be payable to Landlord in connection with, any assignment or subletting to any of the following (any of which will constitute a “Permitted Transferee”): 32.4.131.4.1. Any parent parent, wholly-owned subsidiary, or other company of which Tenant owns all or substantially all of the voting and beneficial interests, or which company owns all or substantially all of the voting and beneficial interests in Tenant Tenant, and which parent, subsidiary, or other company has a net worth (determined in accordance with GAAP) equal to or greater than Tenant’s net worth as of the day before such transaction or as of the Lease Commencement Date, whichever is less; 32.4.231.4.2. Any surviving or successor entity resulting from a merger, consolidation, or sale of substantially all of the assets of Tenant, where the net worth of the resulting or acquiring company exceeds (as determined in accordance with GAAP) ), the net worth of the Tenant as of the day prior to such transaction or as of the Lease Commencement Date, whichever is less; or 32.4.331.4.3. Any sale of stock as part of a “public offering” on one of the nationally recognized securities exchanges (such as, without limitation, NYSE or NASDAQ). Notwithstanding the foregoing, and as a condition precedent to the effectiveness of any such Transfer to a Permitted TransfereeTransferee under Sections 31.4.1 or 31.4.2, at least 20 days prior to any proposed Transfer to a Permitted Transferee, Tenant shall notify Landlord in writing of its intention to undertake such a Transfer and provide Landlord with sufficient information to confirm that such entity will in fact be a Permitted TransfereeTransferee and the assigning Tenant shall execute Landlord's form guaranty—which guaranty shall serve to release such assigning Tenant from direct liability hereunder and such assigning Tenant will then only have liability for matters first accruing under this Lease thereafter pursuant to such guaranty (it being understood that if such assigning Tenant fails to execute such a Guaranty, then such assignment shall constitute an Event of Default, such Transfer will be void, and such assigning Tenant shall remain primarily liable hereunder). Landlord shall keep all such information confidential. Other than the right to engage in such a Transfer to a Permitted Transferee without Landlord’s consent, all other provisions of this Paragraph 32 31.2 shall apply to such a Transfer. Furthermore, if the Permitted Transferee is not in as strong a financial position as Tenant (as reasonably determined by Landlord), based on Tenant’s financial position both as of the date of this Lease and as of the date of such Transfer, then as a condition to the effectiveness of such Transfer, Tenant shall, at Landlord’s request, provide Landlord with an acceptable guarantor of this Lease on Landlord’s standard formTransfer under Sections 31.4.1 or 31.4.2.