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the terms and conditions set forth below, which consent may be granted or withheld in
<br /> Landlord's sole and absolute discretion.
<br /> 15.1 Documentation. Prior to any assignment or sublease which Tenant
<br /> desires to make, Tenant shall provide to Landlord the name and address of the proposed assignee
<br /> or sublessee, and true and complete copies of all documents relating to Tenant's prospective
<br /> agreement to assign or sublease, and shall specify all consideration to be received by Tenant for
<br /> such assignment or sublease in the form of lump sum payments, installments of rent, or
<br /> otherwise. For purposes of this Section 15, the term "consideration" shall include, without
<br /> limitation, all monies or other consideration of any kind, including but not limited to, bonus
<br /> money, and payments (in excess of book value thereof) for Tenant's assets, fixtures, inventory,
<br /> accounts, good will, equipment, furniture, general intangibles, and any capital stock or other
<br /> equity ownership of Tenant.
<br /> 15.2 Terms and Conditions. Each assignment or sublease agreement to
<br /> which Landlord has consented shall be an instrument in writing in form satisfactory to Landlord,
<br /> and shall be executed by both Tenant and the assignee or sublessee, as the case may be. Each
<br /> such assignment or sublease agreement shall recite that it is and shall be subject and subordinate
<br /> to the provisions of this Lease, that the assignee or sublessee accepts such assignment or sublease
<br /> and agrees to perform all of the obligations of Tenant hereunder (to the extent such obligations
<br /> relate to the portion of the Premises assigned or subleased), and that the termination of this Lease
<br /> shall, at Landlord's sole election, constitute a termination of every such assignment or sublease.
<br /> In the event Landlord shall consent to an assignment or sublease, Tenant shall nonetheless
<br /> remain primarily liable for all obligations and liabilities of Tenant under this Lease, including but
<br /> not limited to the payment of rent. Tenant agrees to reimburse Landlord upon demand for
<br /> reasonable attorneys' fees incurred by Landlord in connection with the negotiation, review, and
<br /> documentation of any such requested assignment or sublease. Tenant hereby stipulates that the
<br /> foregoing terms and conditions are reasonable.
<br /> 15.3 Partnership or Limited Liability Company. If Tenant is a
<br /> partnership or limited liability company, a transfer, voluntary or involuntary, of all or any part of
<br /> an interest in the partnership or limited liability company, or the dissolution of the partnership or
<br /> limited liability company, shall be deemed an assignment requiring Landlord's prior written
<br /> consent.
<br /> 15.4 Corporation. If Tenant is a corporation, any dissolution, merger,
<br /> consolidation, or other reorganization of Tenant, or the transfer, either all at once or in a series of
<br /> transfers, of a controlling percentage of the capital stock of Tenant, or the sale, or series of sales
<br /> within any one (1) year period, of all or substantially all of Tenant's assets located in, on, or
<br /> about the Premises, shall be deemed an assignment. The phrase "controlling percentage" means
<br /> the ownership of, and the right to vote, stock possessing at least fifty -one percent (51%) of the
<br /> total combined voting power of all classes of Tenant's capital stock issued, outstanding, and
<br /> entitled to vote for the election of directors. The provisions of this paragraph shall not apply to
<br /> Tenant if Tenant is a corporation the stock of which is listed on a national securities exchange (as
<br /> this term is used in the Securities Exchange Act of 1934, as amended), is publicly traded on the
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