EVENT LANDLORD
FAILS TO RESPOND WITHIN SUCH PERIOD (AND PROVIDED THAT TENANT SHALL HAVE
REQUESTED CONSENT BY CERTIFIED MAIL OR OVERNIGHT DELIVERY AS PROVIDED ABOVE),
LANDLORD'S FAILURE TO RESPOND SHALL BE DEEMED TO CONSTITUTE LANDLORD'S CONSENT.
23.02
TENANT AFFILIATE.
WITHOUT LIMITING THE FOREGOING, TENANT MAY SUBLET
THE PREMISES OR ASSIGN THIS LEASE TO A TENANT AFFILIATE.
AS USED HEREIN,
"TENANT AFFILIATE" MEANS (I) AN ENTITY CONTROLLING, CONTROLLED BY OR UNDER
COMMON CONTROL WITH CH2M HILL, INC. OR ONE OF ITS SUCCESSORS (AS DEFINED BELOW),
(II) ANY ENTITY ENGAGED IN A JOINT VENTURE WITH CH2M HILL, INC. OR ONE OF ITS
SUCCESSORS, (III) A SUCCESSOR CORPORATION RELATED TO CH2M HILL, INC. BY MERGER,
CONSOLIDATION OR REORGANIZATION ("SUCCESSOR"), OR (IV) A PURCHASER OF
SUBSTANTIALLY ALL OF CH2M HILL, INC.'S ASSETS (ALSO A "SUCCESSOR"); AND A PARTY
SHALL BE DEEMED TO "CONTROL" ANOTHER PARTY FOR PURPOSES OF THE DEFINITION
CONTAINED IN THE AFORESAID CLAUSE (I) ONLY IF THE FIRST PARTY OWNS FIFTY PERCENT
(50%) OR MORE OF THE STOCK OR OTHER BENEFICIAL INTERESTS OF THE SECOND PARTY.
NOTWITHSTANDING THE FOREGOING, FOLLOWING AN ASSIGNMENT OR SUBLEASE PERMITTED
WITHOUT CONSENT PURSUANT TO THIS PARAGRAPH, EITHER OF THE FOLLOWING SHALL
CONSTITUTE AN ASSIGNMENT REQUIRING THE CONSENT OF LANDLORD:
(A) IN THE CASE OF
A TRANSFER TO A TENANT AFFILIATE UNDER CLAUSE (I), ANY SUBSEQUENT TRANSFER OF
OWNERSHIP OR CONTROL OF A PARTY WHICH RESULTS IF THE CESSATION OF THE CONTROL ON
THE BASIS OF WHICH THE TRANSFER WAS PERMITTED WITHOUT CONSENT; AND (B) IN THE
CASE OF A TRANSFER UNDER CLAUSE (II), SUCH ENTITY CEASES TO BE ENGAGED IN SUCH
JOINT VENTURE.
TENANT SHALL PROVIDE
30
LANDLORD WITH WRITTEN NOTICE OF ANY ASSIGNMENT OR SUBLEASE TO A TENANT AFFILIATE
WITHIN TEN (10) DAYS PRIOR TO THE EFFECTIVE DATE THEREOF, TOGETHER WITH COPIES
OF ALL DOCUMENTS EVIDENCING SUCH TRANSFER, INCLUDING WITHOUT LIMITATION, ALL
FORMATION DOCUMENTS OF THE TENANT AFFILIATE AND ANY OTHER DOCUMENTS REASONABLY
REQUESTED BY LANDLORD, AND IN THE CASE OF AN ASSIGNMENT TO A TENANT AFFILIATE,
TENANT SHALL DELIVER TO LANDLORD AN ASSIGNMENT ON TERMS REASONABLY ACCEPTABLE TO
LANDLORD PURSUANT TO WHICH THE TENANT AFFILIATE ASSUMES AND AGREES TO PERFORM
ALL OF THE OBLIGATIONS OF THE TENANT UNDER THIS LEASE.
23.03
TENANT TO REMAIN LIABLE.
NOTWITHSTANDING ANY ASSIGNMENT OF THIS
LEASE, TENANT SHALL AT ALL TIMES REMAIN FULLY RESPONSIBLE AND LIABLE FOR THE
PAYMENT OF THE RENT AND FOR COMPLIANCE WITH ALL OF TENANT'S OTHER OBLIGATIONS
UNDER THIS LEASE.
23.04
PROFITS.
LANDLORD SHALL BE ENTITLED TO, AS ADDITIONAL RENT, FIFTY
PERCENT (50%) OF ANY PROFITS (AS DEFINED BELOW) ACTUALLY RECEIVED BY TENANT
PURSUANT TO ANY ASSIGNMENT OR SUBLEASE OTHER THAN TO A TENANT AFFILIATE.
WHENEVER LANDLORD IS ENTITLED TO SHARE IN ANY EXCESS INCOME RESULTING FROM AN
ASSIGNMENT OR SUBLEASE OF THE PREMISES, THE FOLLOWING SHALL CONSTITUTE THE
DEFINITION OF "PROFITS": THE GROSS REVENUE RECEIVED FROM THE ASSIGNEE OR
SUBLESSEE DURING THE SUBLEASE OR THE ASSIGNMENT WITH RESPECT TO THE SPACE
COVERED BY THE SUBLEASE OR THE ASSIGNMENT ("TRANSFERRED SPACE") LESS:
(I) WITH
RESPECT