Common use of Prohibition on Assignment Clause in Contracts

Prohibition on Assignment. Except as otherwise specifically permitted in this Agreement, Tenant shall not, in whole or in part, assign all or any part of this Agreement (as to all or any part of the Premises) or sublease all or substantially all of the Premises, without the prior written consent of the Port in each instance. Tenant shall at the time the Tenant requests the consent of the Port, deliver to the Port such information in writing as the Port may reasonably require respecting the proposed assignee (or subtenant of all or substantially all of the entire Premises) including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee (or subtenant of all or substantially all of the entire Premises). Within twenty (20) business days after receipt of all required information, the Port may, in its sole discretion, consent to such proposed assignment. The Port’s failure to provide Tenant with such written consent within the stated twenty (20) day period shall constitute the Port’s refusal to consent to the proposed assignment or sublease. 26.1.1. As a condition for the Port’s consent to any assignment, ▇▇▇▇▇▇ shall deliver to the Port a true copy of the fully executed instrument of assignment (or sublease or all or substantially all of the Premises) and an agreement executed by the assignee in form and substance satisfactory to the Port and expressly enforceable by the Port, whereby the assignee (or sublease or all or substantially all of the Premises) assumes and agrees to be bound by the terms and provisions of this Agreement and perform all the obligations of Tenant hereunder. 26.1.2. In the event of any assignment, Tenant and each respective assignor, waives notice of default by the tenant in possession in the payment and performance of the Rent, covenants and conditions of this Agreement and consents that the Port may in each and every instance deal with the tenant in possession, grant extensions of time, waive performance of any of the terms, covenants and conditions of this Agreement and modify the same, and in general deal with the tenant then in possession without notice to or consent of any assignor, including Tenant; and any and all extensions of time, indulgences, dealings, modifications or waivers shall be deemed to be made with the consent of Tenant and of each respective assignor. 26.1.3. No assignment (or sublease or all or substantially all of the Premises) shall relieve Tenant of any obligation under this Agreement, including Tenant’s obligation to pay Base Rent, Additional Rent or other amounts due hereunder. Any purported assignment contrary to the provisions hereof without consent shall be void. The consent by the Port to any assignment (or sublease or all or substantially all of the Premises) shall not constitute a waiver of the necessity for such consent to any subsequent assignment or subletting. 26.1.4. Tenant shall reimburse the Port in the sum of Five Hundred Dollars ($500.00) plus any reasonable professionals’ fees and expenses incurred by the Port in connection with any request by Tenant for consent to an assignment (or sublease or all or substantially all of the Premises).

Prohibition on Assignment. Except as otherwise specifically permitted expressly provided in this AgreementArticle 15, Tenant shall notnot and have no power to, in whole either voluntarily or in partby operation of law, assign all sell, assign, transfer or hypothecate this Lease, or sublet the Premises or any part of this Agreement (as to all thereof, or permit the Premises or any part of the Premises) thereof to be occupied by anyone other than Tenant or sublease all or substantially all of the Premises, Tenant's employees without the prior written consent of Landlord, which consent shall not be unreasonably withheld, subject to compliance with this Article 15. If Tenant is a corporation, limited liability company, unincorporated association or partnership, then except as expressly provided in Section 15.1(h) below, the Port sale, assignment, transfer or hypothecation of any stock, membership or other ownership interest in each instance. such corporation, limited liability company, association or partnership in the (a) That the proposed transferee shall be subject to the prior written consent of Landlord, which consent shall not be unreasonably withheld; provided, however, without limiting the generality of the foregoing, it shall be reasonable for Landlord to deny such consent if any of the following are applicable: (i) The use to be made of Premises by the proposed transferee is (A) not generally consistent with the character and nature of all other tenancies in the Building or Project, (B) a use which conflicts with any so-called "exclusive" then in favor of, or for any use which is the same as that stated in any percentage lease to, another tenant of the Building or Project, or (C) a use which would be prohibited by any other portion of this Lease (including but not limited to any Rules and Regulations then in effect); (ii) The character, moral stability, reputation and financial responsibility of the proposed transferee are not reasonably satisfactory to Landlord or in any event not at least equal to those which were possessed by Tenant shall as of the date of execution of this Lease; (iii) The transferee is either a governmental agency or instrumentality thereof; (iv) The proposed transfer would cause Landlord to be in violation of another lease or agreement to which Landlord is a party, or would give an occupant of the Project a right to cancel its lease; (v) The terms of the proposed transfer will allow the transferee to exercise a right of renewal, right of expansion, right of first offer, or other similar right held by Tenant (or will allow the transferee to occupy space leased by Tenant pursuant to any such right); or (vi) Either the proposed transferee, or any person or entity which directly or indirectly, controls, is controlled by, or is under common control with, the proposed transferee, (i) occupies space in the Project at the time the Tenant requests the consent of the Portrequest for consent, deliver (ii) is negotiating with Landlord to the Port such information in writing as the Port may reasonably require respecting the proposed assignee (or subtenant of all or substantially all of the entire Premises) including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee (or subtenant of all or substantially all of the entire Premises). Within twenty (20) business days after receipt of all required information, the Port may, in its sole discretion, consent to such proposed assignment. The Port’s failure to provide Tenant with such written consent within the stated twenty (20) day period shall constitute the Port’s refusal to consent to the proposed assignment or sublease. 26.1.1. As a condition for the Port’s consent to any assignment, ▇▇▇▇▇▇ shall deliver to the Port a true copy of the fully executed instrument of assignment (or sublease or all or substantially all of the Premises) and an agreement executed by the assignee in form and substance satisfactory to the Port and expressly enforceable by the Port, whereby the assignee (or sublease or all or substantially all of the Premises) assumes and agrees to be bound by the terms and provisions of this Agreement and perform all the obligations of Tenant hereunder. 26.1.2. In the event of any assignment, Tenant and each respective assignor, waives notice of default by the tenant in possession lease space in the payment and performance of the Rent, covenants and conditions of this Agreement and consents that the Port may in each and every instance deal with the tenant in possession, grant extensions of Project at such time, waive performance of any of or (iii) has negotiated with Landlord to lease space in the terms, covenants and conditions of this Agreement and modify Project during the same, and in general deal with twelve (12) month period immediately preceding the tenant then in possession without request for consent notice to or consent of any assignor, including from Tenant; and any and all extensions of time, indulgences, dealings, modifications or waivers shall be deemed to be made with the consent of Tenant and of each respective assignor.; 26.1.3. No assignment (or sublease or all or substantially all of the Premisesb) shall relieve Tenant of any obligation under this Agreement, including Tenant’s obligation to pay Base Rent, Additional Rent or other amounts due hereunder. Any purported assignment contrary to the provisions hereof without consent shall be void. The consent by the Port to any assignment (or sublease or all or substantially all of the Premises) shall not constitute a waiver of the necessity for such consent to any subsequent assignment or subletting. 26.1.4. That Tenant shall reimburse the Port in the sum pay Landlord's standard processing fee of Five Hundred Dollars ($500.00500) plus any and reasonable professionals’ attorneys' fees and expenses incurred by the Port in connection with any the review of the request by Tenant for consent to the transfer, regardless of whether Landlord consents thereto; (c) That the proposed transferee shall execute an assignment (or sublease or all or substantially agreement pursuant to which it shall agree to perform faithfully and be bound by all of the Premisesterms, covenants, conditions, provisions and agreements of this Lease; (d) That an executed duplicate original of said assignment and assumption agreement or other transfer on Landlord's then standard form, shall be delivered to Landlord within five days after the execution thereof. Such transfer shall not be binding upon Landlord until the delivery thereof to Landlord and the execution and delivery of Landlord's consent thereto. It shall be a condition to Landlord's consent to any subleasing, assignment or other transfer of part or all of Tenant's interest in the Premises (hereinafter referred to as a "Transfer") that (i) Tenant shall be required to pay Landlord's standard processing fee referenced in subsection (b) above and reasonable attorneys' fees and other costs incurred in connection with the review and execution thereof; (ii) upon Landlord's consent to any Transfer, Tenant shall pay and continue to pay as Additional Rent over the term of the sublease or assignment to Landlord fifty percent (50%) of the amount by which (A) the rent or other sums paid to Tenant as a result of such assignment or subletting less the amortized cost of any leasehold improvements constructed for such transferee and brokerage fees incurred by Tenant in connection with the Transfer amortized over the term of the sublease or assignment exceed (B) the total sums which Tenant is obligated to pay Landlord under this Lease (prorated to reflect obligations allocable to that portion of the Premises subject to such Transfer); (iii) any sublessee of part or all of Tenant's interest in the Premises shall agree that in the event Landlord gives such sublessee notice that Tenant is in default under this Lease and that so long as such default continues, such sublessee shall thereafter make all sublease or other payments directly to Landlord, which will be received by Landlord without any liability whether to honor the sublease or otherwise (except to credit such payments against sums due under this Lease), and any sublessee shall agree to attorn to Landlord or its successors and assigns at their request should this Lease be terminated for any reason, except that in no event shall Landlord or its successors or assigns be obligated to accept such attornment; (iv) any such Transfer and consent shall be effected on forms, supplied or approved by Landlord and/or its legal counsel; (v) Landlord may require that Tenant not then be in default hereunder in any respect; and (vi) Tenant or the proposed subtenant or assignee shall agree to pay Landlord, upon demand, as additional rent, a sum equal to the additional costs, if any, incurred by Landlord for maintenance and repair as a result of any change in the nature of occupancy caused by such subletting or assignment. If Landlord consents to a requested assignment or sublease, Tenant hereby agrees that (i) it shall thereupon be deemed, automatically and irrevocably to have assigned to Landlord as additional security for the performance and observance of Tenant's obligations and covenants under this Lease, all rent or other sums received or to be received by Tenant in connection therewith and (ii) Landlord as assignee may collect such rent or other sums and apply the same toward Tenant's obligations under this Lease. Notwithstanding the foregoing, Tenant shall have the right to collect such rent and other sums unless and until Tenant commits any act of default hereunder. Tenant hereby agrees and acknowledges that the above conditions imposed upon the granting of Landlord's consent to any proposed Transfer by Tenant are reasonable. In lieu of giving such consent, Landlord may, at Landlord's option, elect to terminate this Lease and release Tenant from any prospective liability under the Lease as to the portion of the Premises to be sublet or assigned as of the proposed effective date of any proposed assignment or subletting. Any sale assignment, hypothecation, (e) Tenant shall not enter into any sublease or assignment in which any of the following is applicable: (i) The determination of the amount of rent is expressed in whole or in part as a percentage of the income or profits derived by the tenant or subtenant or assignee from the space leased (other than an amount based on a fixed percentage or percentages of gross receipts or gross sales); (ii) More than ten percent (10%) of rent is expressly attributable to personal property, determined at the time the personal property is placed in service and by reference to relative fair market values of the personal and other property of the tenant, subtenant or assignee (and not by reference to any allocation contained in the sublease or assignment documents); or (iii) Services are expressly required to be rendered to a tenant or occupant unrelated to subTenant's or assignee's use of the space and primarily for its convenience and which are other than those usually or customarily rendered in connection with the rental of space for occupancy only; (f) In any sublease or assignment in which the amount of rent is determined in whole or in part by reference to the gross sales or receipts of the subtenant or assignee such sublease or assignment shall contain a provision which prohibits subleasing or assigning or if subleasing or assigning is permitted it shall prohibit the tenant or any successor in interest from subleasing all or any portion of its leasehold interest for an amount of rent determined in whole or in part from the income or profits derived by any person from such interest (other than an amount based in a fixed percentage or percentages of receipts or sales). (g) Notwithstanding anything contained in this Article 15, so long as no default by Tenant then exists under this Lease, and Health Management Systems, Inc. or a Permitted Transferee is the Tenant under the Lease, Tenant shall have the right to sublet or assign a portion of the Premises to a wholly-owned subsidiary or affiliate of Health Care Microsystems, Inc. without the prior written consent of Landlord but otherwise subject to all of the terms of this Article 15 except as set forth below; provided, however, that such sublease or assignment shall not be effective until Tenant has given Landlord at least thirty (30) days written notice of such

Prohibition on Assignment. Except as otherwise specifically permitted in this Agreement, Tenant shall not, in whole or in part, assign all or any part of this Agreement (as to all or any part of the Premises) or sublease all or substantially all of the Premises, without the prior written consent of the Port in each instance. Tenant shall at the time the Tenant requests the consent of the Port, deliver to the Port such information in writing as the Port may reasonably require respecting the proposed assignee (or subtenant of all or substantially all of the entire Premises) including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee (or subtenant of all or substantially all of the entire Premises). Within twenty (20) business days after receipt of all required information, the Port may, in its sole discretion, consent to such proposed assignment. The Port’s failure to provide Tenant with such written consent within the stated twenty (20) day period shall constitute the Port’s refusal to consent to the proposed assignment or sublease. 26.1.1. As a condition for the Port’s consent to any assignment, ▇▇▇▇▇▇ Tenant shall deliver to the Port a true copy of the fully executed instrument of assignment (or sublease or all or substantially all of the Premises) and an agreement executed by the assignee in form and substance satisfactory to the Port and expressly enforceable by the Port, whereby the assignee (or sublease or all or substantially all of the Premises) assumes and agrees to be bound by the terms and provisions of this Agreement and perform all the obligations of Tenant hereunder. 26.1.2. In the event of any assignment, Tenant and each respective assignor, waives notice of default by the tenant in possession in the payment and performance of the Rent, covenants and conditions of this Agreement and consents that the Port may in each and every instance deal with the tenant in possession, grant extensions of time, waive performance of any of the terms, covenants and conditions of this Agreement and modify the same, and in general deal with the tenant then in possession without notice to or consent of any assignor, including Tenant; and any and all extensions of time, indulgences, dealings, modifications or waivers shall be deemed to be made with the consent of Tenant and of each respective assignor. 26.1.3. No assignment (or sublease or all or substantially all of the Premises) shall relieve Tenant of any obligation under this Agreement, including Tenant’s obligation to pay Base Rent, Additional Rent or other amounts due hereunder. Any purported assignment contrary to the provisions hereof without consent shall be void. The consent by the Port to any assignment (or sublease or all or substantially all of the Premises) shall not constitute a waiver of the necessity for such consent to any subsequent assignment or subletting. 26.1.4. Tenant shall reimburse the Port in the sum of Five Hundred Dollars ($500.00) plus any reasonable professionals’ fees and expenses incurred by the Port in connection with any request by Tenant for consent to an assignment (or sublease or all or substantially all of the Premises).

Prohibition on Assignment. Except as otherwise specifically permitted in this Agreement, Tenant shall not, in whole or in part, assign all or any part of this Agreement (as to all or any part of the Premises) or sublease all or substantially all of the Premises, without the prior written consent of the Port in each instance, which consent shall not be unreasonably withheld, conditioned, or delayed. Tenant shall at the time the Tenant requests the consent of the Port, deliver to the Port such information in writing as the Port may reasonably require respecting the proposed assignee (or subtenant of all or substantially all of the entire Premises) including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee (or subtenant of all or substantially all of and the entire Premises)proposed documentation for the transfer as described below. Within twenty (20) business days after receipt of all required information, the Port may, in its sole discretion, shall elect one of the following: (a) to consent to such proposed assignmentassignment or (b) to refuse such consent. The Port’s failure In determining whether to provide Tenant with such written consent within the stated twenty (20) day period shall constitute the Port’s refusal to grant consent to an assignment, the proposed assignment or subleasePort may consider factors which the Port reasonably determines in good faith are relevant to its decision. 26.1.1. 24.1.1 As a condition for the Port’s consent to any assignment, ▇▇▇▇▇▇ shall deliver to the Port a true copy of the fully executed instrument of assignment (or sublease or all or substantially all of the Premises) and an agreement executed by the assignee in form and substance satisfactory to the Port and expressly enforceable by the Port, whereby the assignee (or sublease or all or substantially all of the Premises) assumes and agrees to be bound by the terms and provisions of this Agreement and perform all the obligations of Tenant hereunder. 26.1.2. 24.1.2 In the event of any assignment, Tenant ▇▇▇▇▇▇ and each respective assignor, waives notice of default by the tenant in possession in the payment and performance of the Rent, covenants and conditions of this Agreement and consents that the Port may in each and every instance deal with the tenant in possession, grant extensions of time, waive performance of any of the terms, covenants and conditions of this Agreement and modify the same, and in general deal with the tenant then in possession without notice to or consent of any assignor, including Tenant; and any and all extensions of time, indulgences, dealings, modifications or waivers shall be deemed to be made with the consent of Tenant and of each respective assignor. 26.1.3. No assignment (or sublease or all or substantially all of the Premises) shall relieve Tenant of any obligation under this Agreement, including Tenant’s obligation to pay Base Rent, Additional Rent or other amounts due hereunder. Any purported assignment contrary to the provisions hereof without consent shall be void. The consent by the Port to any assignment (or sublease or all or substantially all of the Premises) shall not constitute a waiver of the necessity for such consent to any subsequent assignment or subletting. 26.1.4. Tenant shall reimburse the Port in the sum of Five Hundred Dollars ($500.00) plus any reasonable professionals’ fees and expenses incurred by the Port in connection with any request by Tenant for consent to an assignment (or sublease or all or substantially all of the Premises).

Prohibition on Assignment. Except as otherwise specifically permitted in this Agreement, Tenant shall not, in whole or in part, assign all or any part of this Agreement (as to all or any part of the Premises) or sublease all or substantially all of the Premises, without the prior written consent of the Port in each instance, which consent shall not be unreasonably withheld, conditioned, or delayed. Tenant shall at the time the Tenant requests the consent of the Port, deliver to the Port such information in writing as the Port may reasonably require respecting the proposed assignee (or subtenant of all or substantially all of the entire Premises) including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee (or subtenant of all or substantially all of and the entire Premises)proposed documentation for the transfer as described below. Within twenty (20) business days after receipt of all required information, the Port may, in its sole discretion, shall elect one of the following: (a) to consent to such proposed assignmentassignment or (b) to refuse such consent. The Port’s failure In determining whether to provide Tenant with such written consent within the stated twenty (20) day period shall constitute the Port’s refusal to grant consent to an assignment, the proposed assignment or subleasePort may consider factors which the Port reasonably determines in good faith are relevant to its decision. 26.1.1. 24.1.1 As a condition for the Port’s consent to any assignment, ▇▇▇▇▇▇ Tenant shall deliver to the Port a true copy of the fully executed instrument of assignment (or sublease or all or substantially all of the Premises) and an agreement executed by the assignee in form and substance satisfactory to the Port and expressly enforceable by the Port, whereby the assignee (or sublease or all or substantially all of the Premises) assumes and agrees to be bound by the terms and provisions of this Agreement and perform all the obligations of Tenant hereunder. 26.1.2. 24.1.2 In the event of any assignment, Tenant and each respective assignor, waives notice of default by the tenant in possession in the payment and performance of the Rent, covenants and conditions of this Agreement and consents that the Port may in each and every instance deal with the tenant in possession, grant extensions of time, waive performance of any of the terms, covenants and conditions of this Agreement and modify the same, and in general deal with the tenant then in possession without notice to or consent of any assignor, including Tenant; and any and all extensions of time, indulgences, dealings, modifications or waivers shall be deemed to be made with the consent of Tenant and of each respective assignor. 26.1.3. No assignment (or sublease or all or substantially all of the Premises) shall relieve Tenant of any obligation under this Agreement, including Tenant’s obligation to pay Base Rent, Additional Rent or other amounts due hereunder. Any purported assignment contrary to the provisions hereof without consent shall be void. The consent by the Port to any assignment (or sublease or all or substantially all of the Premises) shall not constitute a waiver of the necessity for such consent to any subsequent assignment or subletting. 26.1.4. Tenant shall reimburse the Port in the sum of Five Hundred Dollars ($500.00) plus any reasonable professionals’ fees and expenses incurred by the Port in connection with any request by Tenant for consent to an assignment (or sublease or all or substantially all of the Premises).

Prohibition on Assignment. Except as otherwise specifically permitted in this AgreementAgreement (including, without limitation, Section 25.3), Tenant shall not, in whole or in part, assign all or any part of this Agreement (as to all or any part of the Premises) or sublease all or substantially all of the Premises, without the prior written consent of the Port in each instance, which consent shall not be unreasonably withheld, conditioned, or delayed. Tenant shall at the time the Tenant requests the consent of the Port, deliver to the Port such information in writing as the Port may reasonably require respecting the proposed assignee (or subtenant of all or substantially all of the entire Premises) including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee (or subtenant of all or substantially all of and the entire Premises)proposed assignment instrument for the transfer as described below. Within twenty thirty (2030) business days after receipt of all ▇▇▇▇▇▇’s request including the required information, the Port may, in its sole discretion, shall elect one of the following: (a) to obtain the consent of the Port Commission to such proposed assignment or (b) to refuse {00299395.DOC; 1 / 22072 / GRNLSE } 1324356v10 49 such consent. In determining whether to grant consent to an assignment, the Port may consider factors which the Port reasonably determines in good faith are relevant to its decision. The Port’s failure to provide Tenant In connection with such written consent within the stated twenty (20) day period shall constitute the Port’s refusal review of any proposed assignment, Tenant shall reimburse the Port up to consent five thousand dollars ($5,000) in actual out of pocket expenses incurred by the Port related to the proposed assignment or subleasePort’s review. 26.1.1. 25.1.1 As a condition for the Port’s consent to any assignment, ▇▇▇▇▇▇ Tenant shall deliver to the Port a true copy of the fully executed instrument of assignment (or sublease or all or substantially all of the Premises) and an agreement executed by the assignee in form and substance satisfactory to the Port and expressly enforceable by the Port, whereby the assignee (or sublease or all or substantially all of the Premises) assumes and agrees to be bound by the terms and provisions of this Agreement and perform all the obligations of Tenant hereunderhereunder arising from and after the date of assignment. 26.1.2. 25.1.2 In the event of any assignment, Tenant ▇▇▇▇▇▇ and each respective assignor, waives notice of default by the tenant in possession in the payment and performance of the Rent, covenants and conditions of this Agreement and consents that the Port may in each and every instance deal with the tenant in possession, grant extensions of time, waive performance of any of the terms, covenants and conditions of this Agreement and modify the same, and in general deal with the tenant then in possession without notice to or consent of any assignor, including Tenant; and any and all extensions of time, indulgences, dealings, modifications or waivers shall be deemed to be made with the consent of Tenant and of each respective assignor. 26.1.3. 25.1.3 No assignment, other than a Permitted Assignment or any assignment (or sublease or all or substantially all of to which the Premises) Port has provided its consent pursuant to this Section 25, shall relieve Tenant of any obligation under this Agreement, including Tenant’s obligation to pay Base Rent, Additional Rent or other amounts due hereunder. Any purported assignment contrary to the provisions hereof without consent shall be void. The consent by the Port to any assignment (or sublease or all or substantially all of the Premises) shall not constitute a waiver of the necessity for such consent to any subsequent assignment or subletting. Notwithstanding the foregoing, provided that an assignment is a Permitted Assignment or an assignment to which the Port has provided its consent pursuant to this Section 25, Tenant shall be released from all obligations of Tenant under this Agreement arising from and after the effective date of such assignment, including any obligations to pay Base Rent, Additional Rent or other amounts due hereunder, and from the performance of any of the covenants, representations or warranties of Tenant under this Agreement. 26.1.4. 25.1.4 In any assignment of this Agreement by Tenant that does not qualify as an Excluded Sale, Tenant shall reimburse pay the Port a sum equal to one-quarter of one percent (0.25%) of the gross price paid by assignee for Tenant’s improvements in reimbursement for the sum Port’s costs of Five Hundred Dollars ($500.00) plus any reasonable professionals’ fees evaluating and expenses incurred by processing for Port Commission approval of ▇▇▇▇▇▇’s request for consent to an assignment. For avoidance of doubt, no fee shall be payable to the Port in connection with any request by Tenant for consent to assignment in connection with an assignment (or sublease or all or substantially all of the Premises)Excluded Sale.

Prohibition on Assignment. Except as otherwise specifically permitted in this AgreementAgreement (including, without limitation, Section 25.3), Tenant shall not, in whole or in part, assign all or any part of this Agreement (as to all or any part of the Premises) or sublease all or substantially all of the Premises, without the prior written consent of the Port in each instance, which consent shall not be unreasonably withheld, conditioned, or delayed. Tenant shall at the time the Tenant requests the consent of the Port, deliver to the Port such information in writing as the Port may reasonably require respecting the proposed assignee (or subtenant of all or substantially all of the entire Premises) including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee (or subtenant of all or substantially all of and the entire Premises)proposed assignment instrument for the transfer as described below. Within twenty thirty (2030) business days after receipt of all ▇▇▇▇▇▇’s request including the required information, the Port may, in its sole discretion, shall elect one of the following: (a) to obtain the consent of the Port Commission to such proposed assignment or (b) to refuse such consent. In determining whether to grant consent to an assignment, the Port may consider factors which the Port reasonably determines in good faith are relevant to its decision. The Port’s failure to provide Tenant In connection with such written consent within the stated twenty (20) day period shall constitute the Port’s refusal review of any proposed assignment, Tenant shall reimburse the Port up to consent five thousand dollars ($5,000) in actual out of pocket expenses incurred by the Port related to the proposed assignment or subleasePort’s review. 26.1.1. 25.1.1 As a condition for the Port’s consent to any assignment, ▇▇▇▇▇▇ shall deliver to the Port a true copy of the fully executed instrument of assignment (or sublease or all or substantially all of the Premises) and an agreement executed by the assignee in form and substance satisfactory to the Port and expressly enforceable by the Port, whereby the assignee (or sublease or all or substantially all of the Premises) assumes and agrees to be bound by the terms and provisions of this Agreement and perform all the obligations of Tenant hereunderhereunder arising from and after the date of assignment. 26.1.2. 25.1.2 In the event of any assignment, Tenant ▇▇▇▇▇▇ and each respective assignor, waives notice of default by the tenant in possession in the payment and performance of the Rent, covenants and conditions of this Agreement and consents that the Port may in each and every instance deal with the tenant in possession, grant extensions of time, waive performance of any of the terms, covenants and conditions of this Agreement and modify the same, and in general deal with the tenant then in possession without notice to or consent of any assignor, including Tenant; and any and all extensions of time, indulgences, dealings, modifications or waivers shall be deemed to be made with the consent of Tenant and of each respective assignor. 26.1.3. 25.1.3 No assignment, other than a Permitted Assignment or any assignment (or sublease or all or substantially all of to which the Premises) Port has provided its consent pursuant to this Section 25, shall relieve Tenant of any obligation under this Agreement, including Tenant’s obligation to pay Base Rent, Additional Rent or other amounts due hereunder. Any purported assignment contrary to the provisions hereof without consent shall be void. The consent by the Port to any assignment (or sublease or all or substantially all of the Premises) shall not constitute a waiver of the necessity for such consent to any subsequent assignment or subletting. Notwithstanding the foregoing, provided that an assignment is a Permitted Assignment or an assignment to which the Port has provided its consent pursuant to this Section 25, Tenant shall be released from all obligations of Tenant under this Agreement arising from and after the effective date of such assignment, including any obligations to pay Base Rent, Additional Rent or other amounts due hereunder, and from the performance of any of the covenants, representations or warranties of Tenant under this Agreement. 26.1.4. 25.1.4 In any assignment of this Agreement by Tenant that does not qualify as an Excluded Sale, Tenant shall reimburse pay the Port a sum equal to one-quarter of one percent (0.25%) of the gross price paid by assignee for ▇▇▇▇▇▇’s improvements in reimbursement for the sum Port’s costs of Five Hundred Dollars ($500.00) plus any reasonable professionals’ fees evaluating and expenses incurred by processing for Port Commission approval of ▇▇▇▇▇▇’s request for consent to an assignment. For avoidance of doubt, no fee shall be payable to the Port in connection with any request by Tenant for consent to assignment in connection with an assignment (or sublease or all or substantially all of the Premises)Excluded Sale.

Prohibition on Assignment. Except as otherwise specifically permitted in this Agreement, Tenant shall not, in whole or in part, assign all or any part of this Agreement (as to all or any part of the Premises) or sublease all or substantially all of the Premises, without the prior written consent of the Port in each instance, which consent shall not be unreasonably withheld, conditioned, or delayed. Tenant shall at the time the Tenant requests the consent of the Port, deliver to the Port such information in writing as the Port may reasonably require respecting the proposed assignee (or subtenant of all or substantially all of the entire Premises) including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee (or subtenant of all or substantially all of the entire Premises)) and the proposed documentation for the transfer as described below. In determining whether to grant such a consent to an assignment or sublease, the Port may consider all factors which the Port reasonably determines in good faith are relevant to its decision. Within twenty (20) business days after receipt of all required information, the Port may, in its sole discretion, shall elect one of the following: (a) to consent to such proposed assignment. The Port’s failure to provide Tenant with such written consent within the stated twenty (20) day period shall constitute the Port’s refusal to consent to the proposed assignment or sublease(b) to refuse such consent. 26.1.1. 24.1.1 As a condition for the Port’s consent to any assignment, ▇▇▇▇▇▇ shall deliver to the Port a true copy of the fully executed instrument of assignment (or sublease or of all or substantially all of the Premises) and an agreement executed by the assignee in form and substance satisfactory to the Port and expressly enforceable by the Port, whereby the assignee (or sublease or of all or substantially all of the Premises) assumes and agrees to be bound by the terms and provisions of this Agreement and perform all the obligations of Tenant hereunder. 26.1.2. 24.1.2 In the event of any assignment, Tenant ▇▇▇▇▇▇ and each respective assignor, waives notice of default by the tenant in possession in the payment and performance of the Rent, covenants and conditions of this Agreement and consents that the Port may in each and every instance deal with the tenant in possession, grant extensions of time, waive performance of any of the terms, covenants and conditions of this Agreement and modify the same, and in general deal with the tenant then in possession without notice to or consent of any assignor, including Tenant; and any and all extensions of time, indulgences, dealings, modifications or waivers shall be deemed to be made with the consent of Tenant and of each respective assignor. 26.1.3. 24.1.3 No assignment (or sublease or of all or substantially all of the Premises) ), other than a Permitted Assignment, shall relieve Tenant of any obligation under this Agreement, including Tenant’s obligation to pay Base Rent, Additional Rent or other amounts due hereunder. Any purported assignment contrary to the provisions hereof without consent shall be void. The consent by the Port to any assignment (or sublease or of all or substantially all of the Premises) shall not constitute a waiver of the necessity for such consent to any subsequent assignment or subletting. 26.1.4. 24.1.4 Tenant shall reimburse the Port in the sum of Twenty-Five Hundred Dollars ($500.002,500.00) plus any reasonable professionals’ fees and expenses incurred by the Port in connection with any request by Tenant for consent to an assignment (or sublease or of all or substantially all of the Premises).