|
EXHIBIT 1A
<br />proposed assignee; or (c) terminate this Lease in its entirety or as to the portion of the Premises subject to Lhe proposed Transfer, with a proportionate
<br />adjustment in the Real payoblehereunder if this Lease is lennineled as to less than ail or Vie Premises. For the avoidance of doubt, ill is Ste IIon 11.3
<br />shall not apply to any Permitted Sublease.
<br />11.4 Landlord's Consent• Standards.
<br />11.4.1 If Landlord does not exercise any orlhe options described in Secalao 11. above, then within twenty (20) business days
<br />fo iow)ng its receipt or Transfer Notice (and all of the other Yens described in Section 11,2 above), Landlord shall notify Tennnt whether It will
<br />grant or withhold its consent to the proposed Transfer in accordance with Section 11.4 below, Landlord's consent to any proposed Transfer shall not
<br />be unreasonably withheld; provided, however, dint In addition to any outer grounds available hereunder or under applicable Law for properly
<br />withholding consent to such proposed Transfer, Tenuit acknowledges and agrees (hat it still]) be reasonable for Landlord to withhold Its consent to
<br />any proposed Transfer if: (a) in Lundlord's good fallhjudgment: 0) lie proposed Transferee does not have die financial Strength (taking Into
<br />account oil of the Transferee's Other actual ar potential obligations and liabilities) to perform its obligations with respect to the proposed Transfer (or
<br />otherwise does not satisfy Landlord's standards for financial standing with respect to tenants under direct leases of comparable economic scope), (it)
<br />the proposed Transferee is of a character or reputation or engaged In a business which is not consistent with tie quality of the Project or the business
<br />and operations of the proposed Transferee are not of comparable quality to ilia business and operations being conducted by direct tenants of Landlord
<br />In the Project Or (Ili) tie use of the Premises, the Buildlag or the Project by the proposed Transferee would: (A) significantly Increase pedestrian
<br />traffic in and out of the Building and/or the project, (B) generate increased loitering in Common Areas, (C) incroase security risk, or (D) require any
<br />alterations to tie Building or the Project to comply with applicable Laws; (b) the proposed Transferee has the power of eminent domain, is a
<br />governmental agency or all agency or subdivision of a foreign government; (a) the proposed Transferee intends to use any part of the Premises for a
<br />purpose not permitted under this Lease; (d) either the proposed Transferee, or any person which directly or indirectly controls, is controlled by, or is
<br />under common control with tie proposed Transferee (1) occupies space in die Project or has negotiated with Landlord within the preceding one
<br />hundred eighty (180) days (or is currently negotiating with Landlord) to lease space In the Project or (it) is a direct competitor of Landlord; (a) an
<br />F,vent orDef ruin then exists; (0 the proposed Transfer would cause Landlord to be in violation of another lease or agreement to which Landlord is a
<br />party or would give an occupant or the Project a right to cancel or modify its tense; (g) any ground lessor or mortgagee whose consent to such
<br />Transfer is required fails to consent thereto; (h) the terms of ilia proposed Transfer will allow ilia Transferee to exercise a right of renewal, right of
<br />expansion, right of fiat offer, or other similar rights held by Tenant (or will allow the Transferee to occupy space leased by Tenant pursuant to any
<br />such right); (1) the proposed Transfer would be on economic terns (based upon effective rental rates) more favorable to die Transferee than the
<br />economic terms then being accepted by Landlord for comparable direct leasing transactions In the Project; or 0) the proposed Transfer would result
<br />in more than (hree subleases per each full floor of the Premises being in effect at any one time during the Term. For tie avoidance of doubt, this
<br />Section I Lij, shah not apply to any Permitted Sublease
<br />11.4.2 Notwithstanding anything to the contrary in this Lease, if'fenant or any proposed Transferee claims that Landlord has
<br />unreasonably withheld its consent or othe,wiso acted In a manner not permitted under this Article I I then the sole remedy or Tenant and such
<br />proposed Transferee if such claim is determined by a court of competent jurisdiction to be successful shall be a declaratory Judgment and an
<br />Injunction for tie relief sought without any monetary damages or other monetary letter, To the mnxinuun extent pemaitted by Luw, Tenant and caclh
<br />proposed Transferee hereby waive any and all other remedies, including, without limitation, any right at law or equity to terminate dais Lease with
<br />respect. to, any such claim, Tenant shall indemnify, defend, protect and hold harmless Landlord from any and all Claims involving or asserted by any
<br />third party or parties (itictuding,"ivithout battalion, Tenant's proposed Transferee and/orany broker representing Tenant and/or such Transferee in
<br />connection with a proposed Transfer) claiming they were damaged by Landlord's wrongful withholding or delnyins of consent In any proposed
<br />Transfer• or other breach c this Article . Tenant acknowledges the Tenant's rights under this Article I I satisfy the conditions set forth In Section
<br />1451A often California Civil Cede with respect to die availability to Landlord ofcerul remedies for a default by Tenant under this Lease,
<br />115 T �t� nnsfer Proats, Subject to the provisions of this Art! ole 11 If Landlord consents to any Transfer (other than a Permitted
<br />Sublease), Tenant shall pay to Landlod fifty percent (50%) of any Transfer Profits. Tenant shut] provide Landlord with a detailed statement setting
<br />forth the calculation orally Transfer Profits that Tenant either has or will derive train a Transfer. Landlord or its mprascntative shall have (lie right at
<br />all reasonable times to audit tie books and records of Tenant with respect to the calculation or Thaasfer Profits, I F sucb Inspection sewea)s art
<br />underpayment by Tenant of Transfer Profits, Tenant shall pay to Landlord the deficiency and the cost of Landlord's audit within ten (1O) business
<br />days alllrits receipt oftheresults ofSuch audit. For the avoidance ordoubt,this Section It.SShall not apply toany Permitted Sublease
<br />1 L6 Landlord's Costs, With respect to each Transfer (other than a Permitted Sublease) proposed In be consummatotl by Tenant,
<br />whether or not Landlord shall grant consent, and whether or not Landlord's consent shall be required, Tenant shall, within ten (10) business days
<br />alter writtan request by Landlord, reimburse all of Landlord's Review Expenses relating to such proposed Transfer. For ilia avoidance of doubt, this
<br />Section. 11.4 shall not apply to rely Permitted Sublease
<br />11.7 Cortinuina Liability of Terrnnt. Notwithstanding the consummation or attempted consummation of any Transfer under this
<br />Aimicie I I (including. but not limited to, any assignment ofthis Lease), Tenant shall remain as fully and primarily liable for the payment of Rent and
<br />for the performance oral! Other obligations orthe "Tenant" contained Ili this Lease to lire some extent us trills Transfer hot( not occurred, Any not or
<br />omission ormhy Tumill'crce that violates the terms ofthis Lease shall be deemed a detndl by Tehanl tinder this Lease, and following expiration ofthis
<br />applicable notice and cure period, shall be deemed an Event of Dernult, in which case. Landlord may proceed directly against Wallet Tennnt. (and/or
<br />any of Its successors as the "Tenant" hereunder) without the necessity orexhauniug its remedies against such Trmhsfarce (notwithstanding the Fact
<br />that the t)riginal Tenant (and/or any urirs successors as ilia "Tanont" herender) may have assigned all of its right, title and Interest In this Lease).
<br />Landlord may consent to subsequent Transfers of this Lease with Tmnslerues of Tenant, upon notice al Tennin. but without obtaining Its or their
<br />eansenL thereto, and such action shall not redieve Tennnt ores liability under this Lease.
<br />11.9 Nan-WoNei, The consent by Landlord to may Transfer shall not rolicvc Tcnaut, or any person claifldng dmwgb or under
<br />Tenant, of the obligation to obtain die consent of Landlord. pursuant to this Article I I . to any further Til following any Transfer, Landlord
<br />may collect Item Iron the Transferuc without waiving tiny rights hemunder, and induction ofthe Rau from a Person other than Tenant shall not he
<br />8011 Gram • 11-
<br />
|