Common use of Transfer Consideration Clause in Contracts

Transfer Consideration. If Landlord consents to a Transfer, then Tenant (and any assignee or first, second or third tier sublessee, provided that Landlord consents to such further Transfer) shall pay to Landlord, as Additional Rent, within ten days after receipt by Tenant (or any assignee or first, second or third tier sublessee), fifty percent (50%) of all “Transfer Consideration,” which shall mean any and all consideration, however described or denominated (including, without limitation, “key money” and other non-rent consideration), paid or payable by the Transferee in connection with the Transfer to the extent relating or attributable to (A) the value of this Lease or Tenant’s tenancy (including, without limitation, the amount of Base Rent payable by Tenant) or (B) the Premises, the Building or the Project. In the case of subleases, Tenant shall be entitled to deduct from Transfer Consideration the direct, out-of-pocket expenses and costs (including, without limitation, the costs for necessary Alterations, brokerage commission and legal fees) paid by Tenant (or any assignee or first, second or third tier sublessee, if applicable) to procure the subtenant, which expenses and costs shall be amortized on a straight-line basis over the term of the sublease.