OR OTHER GOVERNING BODY OF SUCH ENTITY.
(B)
EXCEPT AS PROVIDED IN THIS SUBLEASE, NEITHER PARTY MAY ASSIGN THIS
SUBLEASE IN WHOLE OR IN PART, OR ANY RIGHTS GRANTED HEREUNDER, WITHOUT THE PRIOR
WRITTEN CONSENT OF THE OTHER PARTY, WHICH CONSENT SHALL NOT BE UNREASONABLY
WITHHELD SO LONG AS NO EVENT OF DEFAULT SHALL HAVE OCCURRED AND THEN BE
CONTINUING. EXCEPT AS PROVIDED IN THIS SUBLEASE, ANY TRANSFER, ASSIGNMENT,
DELEGATION OR ATTEMPTED TRANSFER, ASSIGNMENT OR DELEGATION UNDER THIS SUBLEASE
OR OF
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ANY OF SUCH RIGHTS OR DUTIES HEREIN GRANTED OR IMPOSED WHETHER VOLUNTARY, BY
OPERATION OF LAW OR OTHERWISE, WITHOUT CONSENT IN WRITING, SHALL CAUSE THIS
SUBLEASE TO BE TERMINATED AT THE ELECTION OF THE PARTY WHOSE WRITTEN CONSENT HAS
NOT BEEN OBTAINED. SUBTENANT SHALL NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF
SUBLANDLORD, SUBLET ANY PORTION OF THE LEASED PREMISES. SUBJECT TO THE
FOREGOING, THIS SUBLEASE SHALL BE BINDING UPON AND SHALL INURE TO THE BENEFIT OF
THE PARTIES AND THEIR SUCCESSORS AND ASSIGNS.
Notwithstanding anything to the contrary contained herein, SUBLANDLORD may
assign this Sublease to the purchaser of all or substantially all of
SUBLANDLORD's Business.
19.
GOVERNING LAW. THIS SUBLEASE AND THE PERFORMANCE THEREOF SHALL BE
GOVERNED, INTERPRETED, CONSTRUED AND REGULATED BY THE LAWS OF THE COMMONWEALTH
OF PENNSYLVANIA.
20.
CONSENT TO JURISDICTION. SUBTENANT HEREBY CONSENTS TO THE
EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN ANY COUNTY IN
THE COMMONWEALTH OF PENNSYLVANIA TO RESOLVE ANY DISPUTE ARISING UNDER THIS
SUBLEASE OR IN CONNECTION WITH SUBTENANT'S USE, OCCUPANCY OR ENJOYMENT OF THE
LEASED PREMISES.
21.
SURRENDER. SUBTENANT HEREBY AGREES TO SURRENDER THE LEASED
PREMISES IN GOOD CONDITION AND REPAIR, NORMAL WEAR AND TEAR EXCEPTED.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY (EXCEPT IF REQUIRED BY LAW),
SUBTENANT SHALL BE REQUIRED TO HAVE PERFORMED A PHASE 1 ENVIRONMENTAL AUDIT UPON
THE TERMINATION OR EXPIRATION OF THIS SUBLEASE AT ITS SOLE EXPENSE. SUBTENANT
SHALL HAVE NO RIGHT TO HOLD OVER BEYOND THE EXPIRATION OF THE TERM AND IN THE
EVENT SUBTENANT SHALL FAIL TO DELIVER POSSESSION OF THE LEASED PREMISES AS
HEREIN PROVIDED, SUCH OCCUPANCY SHALL NOT BE CONSTRUED TO EFFECT OR CONSTITUTE
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OTHER THAN A TENANCY AT SUFFERANCE. DURING ANY PERIOD OF OCCUPANCY BEYOND THE
EXPIRATION OF THE TERM THE AMOUNT OF RENT OWED TO SUBLANDLORD BY SUBTENANT SHALL
AUTOMATICALLY BECOME ONE HUNDRED FIFTY PERCENT (150%) THE ANNUAL RENT AS THOSE
SUMS ARE AT THAT TIME CALCULATED UNDER THE PROVISIONS OF THE SUBLEASE. IF
SUBTENANT FAILS TO SURRENDER THE SPACE WITHIN THIRTY (30) DAYS OF THE
TERMINATION DATE, SUBLANDLORD MAY ELECT TO AUTOMATICALLY EXTEND THE TERM FOR AN
ADDITIONAL MONTH OR ADDITIONAL YEAR, AT SUBLANDLORD'S OPTION, WITH AN ANNUAL
RENT OF ONE HUNDRED AND FIFTY PERCENT (150%) THE SUM OF THE ANNUAL RENT AS THOSE
SUMS ARE AT THAT TIME CALCULATED UNDER THE PROVISIONS OF THE SUBLEASE. THE
ACCEPTANCE OF RENT BY SUBLANDLORD OR THE FAILURE OR DELAY OF SUBLANDLORD IN
NOTIFYING OR EVICTING SUBTENANT FOLLOWING THE EXPIRATION OR SOONER TERMINATION
OF THE TERM