CONSUMMATE SUCH SUBLETTING OR ASSIGNMENT OR (B) TO PERMIT TENANT TO ASSIGN THIS
LEASE OR SUBLET SUCH SPACE, SUBJECT, HOWEVER, TO ALL OF THE FOLLOWING
CONDITIONS:
(A)
THE SUBLEASE OR ASSIGNMENT SHALL BE ON SUBSTANTIALLY THE SAME TERMS AND
CONDITIONS SET FORTH IN THE NOTICE GIVEN TO LANDLORD.
(B)
THE PROPOSED ASSIGNEE OR SUBLESSEE SHALL BE ENGAGED IN A BUSINESS IN THE
PREMISES WHICH IS CONSISTENT WITH THE NATURE OF THE BUILDING AND IS PERMITTED BY
THE PROVISIONS OF PARAGRAPH 4 HEREOF, AND THE USE OF THE PREMISES OR ANY PORTION
THEREOF BY SUCH SUBTENANT OR ASSIGNEE WILL NOT, IN LANDLORD'S REASONABLE
ESTIMATION, INCREASE TO AN UNREASONABLE LEVEL THE SCOPE OR QUANTITY OF SERVICES
OR UTILITIES THEN BEING FURNISHED TO TENANT AS OF THE PROPOSED DATE OF
ASSIGNMENT OR SUBLETTING.
(C)
THE PROPOSED ASSIGNEE OR SUBLESSEE IS A RESPECTABLE PARTY OF SUFFICIENT
FINANCIAL WORTH TO PERFORM ITS OBLIGATIONS UNDER THIS LEASE OR UNDER THE
SUBLEASE, AS APPLICABLE, AND TENANT SHALL HAVE PROVIDED LANDLORD WITH PROOF
THEREOF.
(D)
NO SUBLETTING OR ASSIGNMENT SHALL RELEASE TENANT OF TENANT'S OBLIGATION OR
ALTER THE PRIMARY LIABILITY OF TENANT
TO PAY THE RENTAL AND TO PERFORM ALL
OTHER OBLIGATIONS TO BE PERFORMED BY TENANT UNDER THIS LEASE.
(E)
INTENTIONALLY OMITTED
(F)
INTENTIONALLY OMITTED
(G)
WITH THE EXCEPTION OF ASSIGNMENTS PERMITTED WITHOUT THE CONSENT OF
LANDLORD PURSUANT TO PARAGRAPH 16.01 OF THIS LEASE, ANY AND ALL OPTIONS,
INCLUDING, WITHOUT LIMITATION, EXPANSION OPTIONS, RENEWAL OPTIONS AND RIGHTS OF
FIRST REFUSAL OR NEGOTIATION, GRANTED PURSUANT TO THIS LEASE, ARE NOT ASSIGNABLE
AND SHALL BE NULL AND VOID AND OF NO FURTHER FORCE OR EFFECT ON AND AFTER THE
EFFECTIVE DATE OF SUCH ASSIGNMENT OF THIS LEASE OR ANY RIGHT OR INTEREST
THEREIN.
21
(H)
NOTWITHSTANDING THE FOREGOING, TENANT SHALL HAVE THE RIGHT TO ASSIGN THIS
LEASE OR SUBLET ALL OR ANY PART OF THE PREMISES WITHOUT THE PRIOR CONSENT OF
LANDLORD IF ALL OF THE FOLLOWING CONDITION IS SATISFIED:
(I)
THE ASSIGNEE OR SUBTENANT IS A PARENT COMPANY, AFFILIATE, SUBSIDIARY OR
AN ENTITY RESULTING FROM A MERGER OR CONSOLIDATION WITH TENANT OR IS AN ENTITY
SUCCEEDING TO THE BUSINESS AND ASSETS OF TENANT OR IS A SUBSIDIARY OR AFFILIATE
OF TENANT (WITH AFFILIATE BEING DEFINED AS DEFINED UNDER THE CURRENT VERSION OF
THE U.S.
INTERNAL REVENUE CODE); AND IN RELATION TO THE FOREGOING, TENANT
ACKNOWLEDGES AND AGREES THAT IN THE EVENT OF AN ASSIGNMENT PURSUANT TO THIS
SUBSECTION 16.01(H), TENANT SHALL REMAIN PRIMARILY LIABLE FOR THE PERFORMANCE OF
ALL OBLIGATIONS TO BE PERFORMED BY TENANT UNDER THIS LEASE UNLESS AND EXCEPT THE
SUBJECT ASSIGNEE HAS A TANGIBLE NET WORTH OF AT LEAST $10,000,000, IN WHICH
EVENT, TENANT SHALL BE RELEASED FROM ITS LIABILITY HEREUNDER.
16.02.
IF LANDLORD CONSENTS TO ANY SUCH ASSIGNMENT OR SUBLEASE, TENANT SHALL
PAY TO LANDLORD, PROMPTLY UPON DEMAND, A REASONABLE SUM NOT TO EXCEED $300.00 IN
EACH INSTANCE AS ATTORNEY'S FEES ARISING INCIDENT TO SUCH TRANSACTION AND NO
SUBLEASE OR ASSIGNMENT SHALL BE VALID AND NO ONE SHALL OCCUPY THE PREMISES BY
REASON