TRANSFER, INCLUDING A BUSINESS TRANSFER, RELEASE OR RELIEVE
TENANT FROM ANY OBLIGATION UNDER THIS LEASE, AND TENANT SHALL REMAIN PRIMARILY
LIABLE FOR THE PERFORMANCE OF THE TENANT'S OBLIGATIONS UNDER THIS LEASE, AS
AMENDED FROM TIME TO TIME.
12.02
WHERE LANDLORD'S CONSENT IS REQUIRED HEREUNDER,
TENANT SHALL PROVIDE LANDLORD WITH FINANCIAL STATEMENTS FOR THE PROPOSED
TRANSFEREE, A FULLY EXECUTED COPY OF THE PROPOSED BUSINESS TERMS OF THE
ASSIGNMENT, SUBLEASE OR OTHER TRANSFER DOCUMENTATION AND SUCH OTHER INFORMATION
AS LANDLORD MAY REASONABLY REQUEST WITHIN FIVE (5) BUSINESS DAYS OF TENANT'S
REQUEST FOR CONSENT. WITHIN TEN (10) BUSINESS DAYS AFTER RECEIPT OF THE REQUIRED
INFORMATION AND DOCUMENTATION, LANDLORD SHALL EITHER: (A) CONSENT TO THE
TRANSFER BY EXECUTION OF A CONSENT AGREEMENT IN A FORM REASONABLY DESIGNATED BY
LANDLORD; OR (B) REASONABLY REFUSE TO CONSENT TO THE TRANSFER IN WRITING; OR
(C) IN THE EVENT OF AN ASSIGNMENT OF THIS LEASE OR SUBLETTING OF MORE THAN 50%
OF THE RENTABLE SQUARE FOOTAGE OF THE PREMISES FOR MORE THAN 50% OF THE
REMAINING TERM (EXCLUDING UNEXERCISED OPTIONS), RECAPTURE THE PORTION OF THE
PREMISES THAT TENANT IS PROPOSING TO TRANSFER.
IF LANDLORD EXERCISES ITS RIGHT
TO RECAPTURE, THIS LEASE SHALL AUTOMATICALLY BE AMENDED (OR TERMINATED IF THE
ENTIRE PREMISES IS BEING ASSIGNED OR SUBLET) TO DELETE THE APPLICABLE PORTION OF
THE PREMISES EFFECTIVE ON THE PROPOSED EFFECTIVE DATE OF THE TRANSFER, ALTHOUGH
LANDLORD MAY REQUIRE TENANT TO EXECUTE A REASONABLE AMENDMENT OR OTHER DOCUMENT
REFLECTING SUCH REDUCTION OR TERMINATION.
TENANT SHALL PAY LANDLORD A REVIEW
FEE
20
OF $1,500.00 FOR LANDLORD'S REVIEW OF ANY REQUESTED TRANSFER.
IF LANDLORD
RECAPTURES A PORTION OF THE PREMISES, LANDLORD SHALL BE RESPONSIBLE FOR THE
COSTS OF DEMISING THE RECAPTURED SPACE.
12.03
TENANT SHALL PAY LANDLORD 50% OF ALL RENT AND OTHER
CONSIDERATION WHICH TENANT RECEIVES IN CONSIDERATION OF THE TRANSFER THAT IS IN
EXCESS OF THE RENT PAYABLE TO LANDLORD FOR THE PORTION OF THE PREMISES AND TERM
COVERED BY THE TRANSFER.
TENANT SHALL PAY LANDLORD FOR LANDLORD'S SHARE OF THE
EXCESS WITHIN THIRTY (30) DAYS AFTER TENANT'S RECEIPT OF THE EXCESS.
IN
DETERMINING THE EXCESS DUE LANDLORD, TENANT MAY DEDUCT FROM THE EXCESS, ON A
STRAIGHT-LINE BASIS, ALL REASONABLE AND CUSTOMARY OUT-OF-POCKET EXPENSES
DIRECTLY INCURRED BY TENANT ATTRIBUTABLE TO THE TRANSFER, INCLUDING, WITHOUT
LIMITATION, BROKER'S FEES, TENANT PAYMENTS OR ALLOWANCES, ATTORNEYS' FEES AND
IMPROVEMENT AND ALTERATIONS COSTS, BUT SPECIFICALLY EXCLUDING FREE RENT UNLESS
THE FREE RENT IS PROVIDED IN LIEU OF AN ALLOWANCE.
IF AN EVENT OF DEFAULT
OCCURS AT ANY TIME, LANDLORD MAY REQUIRE THAT ALL SUBLEASE PAYMENTS BE MADE
DIRECTLY TO LANDLORD UNTIL SUCH TIME THAT SAID EVENT OF DEFAULT IS CURED OR
LANDLORD EXERCISES ITS RIGHTS UNDER SECTION 20 BELOW, IN WHICH CASE TENANT SHALL
RECEIVE A CREDIT AGAINST RENT IN THE AMOUNT OF TENANT'S SHARE OF PAYMENTS
RECEIVED BY LANDLORD.
12.04
TENANT MAY ASSIGN THIS LEASE TO A SUCCESSOR TO
TENANT BY MERGER, CONSOLIDATION OR TO A PURCHASER OF SUBSTANTIALLY ALL OF
TENANT'S ASSETS, OR ASSIGN THIS LEASE OR SUBLET ALL OR A PORTION