FURTHER
TRANSFER BY EITHER TENANT OR A TRANSFEREE, (III) TENANT SHALL DELIVER TO
LANDLORD, PROMPTLY AFTER EXECUTION, AN ORIGINAL EXECUTED COPY OF ALL
DOCUMENTATION PERTAINING TO THE TRANSFER IN FORM REASONABLY ACCEPTABLE TO
LANDLORD, (IV) TENANT SHALL FURNISH UPON LANDLORD'S REQUEST A COMPLETE
STATEMENT, CERTIFIED BY AN INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT OR BY AN
AUTHORIZED OFFICER OF TENANT, SETTING FORTH IN DETAIL THE COMPUTATION OF ANY
TRANSFER PREMIUM TENANT HAS DERIVED AND SHALL DERIVE FROM SUCH TRANSFER, AND
(V) NO TRANSFER RELATING TO THIS LEASE OR AGREEMENT ENTERED INTO WITH RESPECT
THERETO, WHETHER WITH OR WITHOUT LANDLORD'S CONSENT, SHALL RELIEVE TENANT OR ANY
GUARANTOR OF THIS LEASE FROM LIABILITY UNDER THIS LEASE.
LANDLORD OR ITS
AUTHORIZED REPRESENTATIVES SHALL HAVE THE RIGHT AT ALL REASONABLE TIMES AND UPON
PRIOR REASONABLE NOTICE TO TENANT TO AUDIT THE BOOKS, RECORDS AND PAPERS OF
TENANT RELATING TO ANY TRANSFER, AND SHALL HAVE THE RIGHT TO MAKE COPIES
THEREOF.
IF THE TRANSFER PREMIUM RESPECTING ANY TRANSFER SHALL BE FOUND
UNDERSTATED, TENANT SHALL, WITHIN THIRTY (30) DAYS AFTER DEMAND, PAY THE
DEFICIENCY TOGETHER WITH INTEREST THEREON AT THE INTEREST RATE, AND IF FOUND
UNDERSTATED BY MORE THAN FIVE PERCENT (5%), LANDLORD'S COST OF SUCH AUDIT.
14.5
ADDITIONAL TRANSFERS.
FOR PURPOSES OF THIS LEASE, THE TERM
"TRANSFER" SHALL ALSO INCLUDE:
(I) IF TENANT IS A PARTNERSHIP (INCLUDING A
LIMITED LIABILITY PARTNERSHIP), THE WITHDRAWAL OR CHANGE, VOLUNTARY, INVOLUNTARY
OR BY OPERATION OF LAW, OF FIFTY PERCENT (50%) OR MORE OF THE PARTNERS, OR
TRANSFER OF FIFTY PERCENT (50%) OR MORE OF PARTNERSHIP INTERESTS, WITHIN A
TWELVE (12)-MONTH PERIOD, OR THE DISSOLUTION OF THE PARTNERSHIP WITHOUT
IMMEDIATE RECONSTITUTION THEREOF; AND (II) IF TENANT IS A CLOSELY HELD
CORPORATION OR LIMITED LIABILITY COMPANY (I.E., WHOSE STOCK OR MEMBERSHIP
INTERESTS ARE NOT PUBLICLY HELD AND NOT TRADED THROUGH AN EXCHANGE OR OVER THE
COUNTER), (A) THE DISSOLUTION, MERGER, CONSOLIDATION OR OTHER REORGANIZATION OF
TENANT, (B) THE SALE OR OTHER TRANSFER OF MORE THAN AN AGGREGATE OF FIFTY
PERCENT (50%) OF THE VOTING SHARES OR MEMBERSHIP INTERESTS OF TENANT WITHIN A
TWELVE (12)-MONTH PERIOD (OTHER THAN TRANSFER OF VOTING SHARES OR MEMBERSHIP
INTERESTS TO IMMEDIATE FAMILY MEMBERS BY REASON OF GIFT OR DEATH) OR (C) THE
SALE, MORTGAGE, HYPOTHECATION OR PLEDGE OF MORE THAN AN AGGREGATE OF FIFTY
PERCENT (50%) OF THE VALUE OF THE UNENCUMBERED ASSETS OF TENANT WITHIN A TWELVE
(12) MONTH PERIOD.
NOTWITHSTANDING THE FOREGOING, TO THE EXTENT THAT THE
TRANSFER IS OF A TYPE DESCRIBED IN THIS SECTION 14.5, THE TERMS AND CONDITIONS
OF SECTION 14.3 SHALL NOT APPLY WITH RESPECT THERETO.
14.6
AFFILIATED COMPANIES/RESTRUCTURING OF BUSINESS ORGANIZATION.
FOR
PURPOSES HEREOF AN "AFFILIATE" SHALL MEAN (I) UNITED ONLINE, (II) JUNO ONLINE
SERVICES, INC., A DELAWARE CORPORATION ("JUNO"), (III) A PARENT OR SUBSIDIARY OF
TENANT, UNITED ONLINE OR JUNO, (IV) ANY PERSON OR ENTITY WHICH CONTROLS, IS
CONTROLLED BY OR IS UNDER COMMON CONTROL WITH TENANT, UNITED ONLINE OR JUNO,
(V) ANY ENTITY WHICH PURCHASES ALL OR SUBSTANTIALLY ALL OF THE ASSETS (TOGETHER
WITH AN ASSIGNMENT OF THIS LEASE)