Health Net 2009 Annual Report Download - page 391

unless Landlord shall receive a counterpart of the Assignment and an instrument in recordable form that contains a covenant of
assumption by the Transferee reasonably satisfactory in substance and form to Landlord and consistent with the requirements of
this Section 16 but the failure of the Transferee to execute such instrument shall not release the Transferee from its liability as
set forth above. Tenant shall reimburse Landlord, within fifteen (15) days after Tenant’s receipt of an invoice therefor, for any
costs that Landlord may incur in connection with any proposed Assignment or Sublease, including Landlord’s reasonable
attorneys’ fees and the costs of investigating the acceptability of any proposed Transferee; provided, however, that if the
documents and supporting data will only require the preparation, delivery and execution of Landlord’s standard form of consent
to such Assignment or Sublease without material negotiation, then such legal fees shall not exceed Two Thousand Five Hundred
Dollars ($2,500.00).
(f) Waiver. The acceptance of rent or additional charges by Landlord from a purported assignee or sublessee shall not
constitute a waiver by Landlord of the provisions of this Section 16.
(g) Change in Control. Any sale or other transfer, including by consolidation, merger or reorganization, of a majority of the
voting stock of Tenant, if Tenant is a corporation (other than a sale of the majority of the stock of a publicly traded company in
normal open market transactions), or any sale or other transfer of a majority of or a controlling interest in the partnership
interests in Tenant, if Tenant is a partnership, or any sale or other transfer of a majority of or a controlling interest in the
membership interests in Tenant, if Tenant is a limited liability company, or any sale or other transfer of a majority of the
beneficial interests in Tenant or of any controlling interest in Tenant, if Tenant is a trust or other type of entity, shall be an
Assignment for purposes of this Section 16. As used in this Section 16, the term “Tenant” shall also mean any entity which has
guaranteed Tenant’s obligations under this Lease or any entity which directly or indirectly owns a majority of the voting stock or
partnership or limited liability company or other beneficial interest of Tenant, and the prohibition hereof shall be applicable to
any sales or transfers of the stock or partnership or limited liability company or other beneficial interest of said guarantor or
majority owner.
(h) Transfers to Affiliates or Successors.
(i) Anything to the contrary contained in this Section 16 notwithstanding, Tenant may sublet the Premises or any part
thereof, or assign its interest in this Lease, to an Affiliate (defined below) of Tenant or a Successor (defined below) to Tenant
without the necessity of obtaining the consent of Landlord and without the obligation to pay the amount provided for in Sections
16(c)(ii) or 16(c)(iii) above. In the event that Tenant so sublets the Premises or any part thereof, or assigns its interest in this
Lease, to an Affiliate or Successor, Tenant shall remain primarily liable with respect to its obligations under this Lease.
(ii) For purposes of this Section 16(h), the term “Affillate” shall mean any corporation, partnership or limited liability
company which directly or indirectly controls or is controlled by or is under common control with Tenant (for this purpose,
“control” shall mean the possession, directly or indirectly, of both the power to direct or cause the direction of the management
and policies of the entity, whether through the ownership of voting securities or partnership shares or by contract or otherwise,
when combined with the ownership, directly or
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