OR SUBSTANTIALLY ALL OF THE TENANT'S ASSETS, PROVIDED THAT BY
OPERATION OF LAW OR BY EFFECTIVE PROVISIONS CONTAINED IN THE INSTRUMENTS OF
MERGER OR CONSOLIDATION OR ACQUISITION, THE LIABILITIES OF THE ENTITIES
PARTICIPATING IN SUCH MERGER OR CONSOLIDATION OR ACQUISITION ARE ASSUMED BY THE
CORPORATION OR OTHER BUSINESS ENTITY SURVIVING SUCH MERGER OR CONSOLIDATION OR
ACQUISITION, ABOVE, PROVIDED THAT, (X) IMMEDIATELY AFTER GIVING EFFECT TO ANY
SUCH MERGER OR CONSOLIDATION OR ACQUISITION, AS THE CASE MAY BE, THE CORPORATION
OR OTHER BUSINESS ENTITY SURVIVING SUCH MERGER OR ACQUISITION SHALL HAVE A NET
WORTH NO LESS THAN THE MINIMUM NET WORTH AND (Y) PROOF OF SUCH ASSETS,
CAPITALIZATION AND NET WORTH, AS EVIDENCED BY A STATEMENT FROM AN ACCEPTABLE
ACCOUNTING FIRM, SHALL HAVE BEEN DELIVERED TO LANDLORD AT LEAST TEN (10) DAYS
PRIOR TO THE EFFECTIVE DATE OF ANY SUCH MERGER OR CONSOLIDATION, OR ACQUISITION
AND ASSUMPTION, AS THE CASE MAY BE.
15.7
ASSUMPTION OF OBLIGATIONS.
ANY TRANSFEREE SHALL,
FROM AND AFTER THE EFFECTIVE DATE OF THE ASSIGNMENT, ASSUME ALL OBLIGATIONS OF
TENANT UNDER THIS LEASE WITH RESPECT TO THE TRANSFERRED SPACE AND SHALL BE AND
REMAIN LIABLE JOINTLY AND SEVERALLY WITH TENANT FOR THE PAYMENT OF BASE RENT AND
ADDITIONAL RENT, AND FOR THE PERFORMANCE OF ALL OF THE TERMS, COVENANTS,
CONDITIONS AND AGREEMENTS HEREIN CONTAINED ON TENANT'S PART TO BE PERFORMED FOR
THE TERM AS IT RELATES TO THE TRANSFERRED SPACE.
NO ASSIGNMENT SHALL BE BINDING
ON LANDLORD UNLESS TENANT COMPLIES WITH THE PROVISIONS OF THIS ARTICLE 15 AND
DELIVERS TO LANDLORD A COUNTERPART OF THE ASSIGNMENT AND AN INSTRUMENT THAT
CONTAINS A COVENANT OF ASSUMPTION REASONABLY SATISFACTORY IN SUBSTANCE AND FORM
TO LANDLORD, AND CONSISTENT WITH THE REQUIREMENTS OF THIS SECTION.
15.8
INSOLVENCY OR BANKRUPTCY.
IN NO EVENT SHALL THIS
LEASE BE ASSIGNED OR ASSIGNABLE BY OPERATION OF LAW OR BY VOLUNTARY OR
INVOLUNTARY BANKRUPTCY PROCEEDINGS OR OTHERWISE AND IN NO EVENT SHALL THIS LEASE
OR ANY RIGHTS OR PRIVILEGES
41
HEREUNDER BE AN ASSET OF TENANT UNDER ANY BANKRUPTCY, INSOLVENCY, REORGANIZATION
OR OTHER DEBTOR RELIEF PROCEEDINGS.
15.9
RECOVERY OF PREMISES.
IF LANDLORD SHALL RECOVER OR
COME INTO POSSESSION OF THE PREMISES BEFORE THE DATE HEREIN FIXED FOR THE
TERMINATION OF THIS LEASE, LANDLORD SHALL HAVE THE RIGHT, AT ITS OPTION, TO TAKE
OVER ANY AND ALL SUBLEASES OF THE PREMISES OR ANY PART THEREOF MADE BY TENANT
AND TO SUCCEED TO ALL THE RIGHTS OF SAID SUBLEASES OR SUCH OF THEM AS IT MAY
ELECT TO TAKE OVER.
TENANT HEREBY EXPRESSLY ASSIGNS AND TRANSFERS TO LANDLORD
SUCH OF THE SUBLEASES AS LANDLORD MAY ELECT TO TAKE OVER AT THE TIME OF SUCH
RECOVERY OF POSSESSION, SUCH ASSIGNMENT AND TRANSFER NOT TO BE EFFECTIVE UNTIL
THE TERMINATION OF THIS LEASE OR RE-ENTRY BY LANDLORD HEREUNDER OR IF LANDLORD
SHALL OTHERWISE SUCCEED TO TENANT'S INTEREST IN THE PREMISES, AT WHICH TIME
TENANT SHALL UPON REQUEST OF LANDLORD, EXECUTE ACKNOWLEDGE AND DELIVER TO
LANDLORD SUCH FURTHER ASSIGNMENTS AND TRANSFERS AS MAY BE NECESSARY TO VEST IN
LANDLORD THE THEN