|
ARTICLE 13. ASSIGdENTT AND SUBIETTIIT.
<br />A. Tenant may not transfer or assign this lease or any right or interest hereunder, or sublet the
<br />Premises or any part thereof without first obtaining Owners prior written consent, which shall not
<br />be unreasonably withheld, provided that Owner shall not be liable in damages (to Tenant or to the
<br />proposed assignee or subtenant) if such consent is adjudicated to have been unreasonably withheld;
<br />moreover, in such event, Tenant's sole remedy shall be to have the proposed assignment, subletting
<br />or other transfer declared as valid as if Owner's consent had been given, although Tenant shall be
<br />entitled to reasonable attorneys fees if it is the prevailing party in such litigation. It shall
<br />not be unreasonable for Owner to withhold such consent because it wishes to exercise its rights to
<br />recapture all or part of the Premises under Section 13G hereof, or for Owner to condition such corn
<br />sent upon Owner's determination that (1) Tenant is not in default in the performance of any of its
<br />obligations (monetary or non -monetary) under this lease; (2) the proposed assignee or subtenant is
<br />as financially responsible as Tenant; and (3) evidence has been furnished to Owner which shows (to
<br />Owner's satisfaction) that the proposed assignee or subtenant is likely to conduct on the Premises a
<br />business of a quality substantially equal to that conducted by Tenant. No transfer or assignment
<br />(whether voluntary or involuntary, by operation of law, under legal process or proceedings, by
<br />receivership, in bankruptcy, or otherwise) or subletting shall be valid or effective without such
<br />prior written consent. Should Tenant attempt to make or allow to be made any such transfer, assigrr-
<br />ment or subletting, except as aforesaid, or should any of Tenant's rights under this lease be sold
<br />or oti'onwise transferred by or under court order or legal process or otherwise, then and in any of
<br />the foregoing events, Owner may, at its option, treat such act as a default by Tenant under the pro-
<br />visions of this Lease. Should Owner consent to any such transfer, assignment or subletting, such
<br />consent shall not constitute a waiver of any of the restrictions of this Article, and the same shall
<br />apply to each successive transfer, assign-nt or subletting hereunder, if any.
<br />B. If Tenant hereunder is a corporation, a division or subsidiary of a parent corporation, an unirr
<br />corporated association, or a partnership, then the transfer, assignment or hypothecation of any
<br />stock or interest in such corporation, parent corporation, association or partnership in the aggre-
<br />gate in excess of 25% shall be deemed an assignment within the meaning and provisions of this
<br />Article. Notwithstanding the foregoing, this Section 13B does not apply to: (i) a transfer or
<br />assignment of any such stock or interest by a shareholder or member to his spouse, children or
<br />grandchildren, or (ii) any corporation which, under the then current guidelines published by the
<br />California Commissioner of Corporations, is deemed a public corporation.
<br />C. If Owner consents to an assignment, sublease or other transfer by Tenant of all or a portion of
<br />Tenant's interest under this lease, Tenant shall pay, or cause to be paid, a transfer fee of $100.00
<br />to cover administrative, accounting and other related expenses.
<br />D. If Owner consents to Tenant assigning its interest under this Lease or subletting all or any
<br />portion of the Premises, Tenant shall pay to Owner (in addition to rent and all other amounts pay-
<br />able by Tenant under this Lease) one-half of the rents and other considerations payable by such
<br />assignee or subtenant in excess of the rent payable by Tenant at the time of such subletting or
<br />assignment. For the purposes of this computation, the additional amount payable by Tenant shall be
<br />determined by application of the rental rate per square toot for the Premises or portion thereof
<br />sublet. Such additional amounts shall be paid to Owner immediately upon receipt by Tenant of such
<br />rent or other considerations from the assignee or subtenant.
<br />E. owner may collect rent from the Assignee, subtenant, occupant, or other transferee, and apply
<br />the amount so collected, first to the basic rent herein reserved, then to any additional rent dune
<br />and payable and refund the balance (if any) to the Tenant, but no such assignment, subletting, occur-
<br />pancy, transfer or collection shall be deemed a waiver of Owner's rights under this Article or the
<br />acceptance of the proposed assignee, subtenant, occupant or transferee, or a release of Tenant from
<br />the further performance of the covenants obligating Tenant under this Lease. h3otwithstarding any
<br />assignment, sublease or other transfer, Tenant shall remain fully liable under this Lease and shall
<br />not be released from performing any of the terms, covenants and conditions of this Lease.
<br />F. If Tenant desires at any time to assign this lease or sublet the Premises or any portion the-
<br />reof, it shall first notify Owner of its desire to do so and shall submit in writing to Owner (1)
<br />the name of the proposed subtenant or assignee; (2) the nature of the proposed subtenant-s or
<br />assignee's business to be carried on in the Premises; (3) the tenors and provisions of the proposed
<br />sublease or assignment; and (4) such financial information as Owner may reasonable request concern-
<br />ing the proposed subtenant or assignee. Tenant's failure to comply with the provisions of this See-
<br />tion shall be a breach of this Lease.
<br />G. if Tenant proposed to assign its interest in this Lease, Owner may, at its option, upon written
<br />notice to Tenant within 30 days after Owners receipt of the information specified in Section 13F
<br />hereof, elect to recapture the Premises, and within 60 days after notice of such election has been
<br />MAR 1988
<br />-7-
<br />
|