Health Net 2009 Annual Report Download - page 392

indirectly, of not less than fifty percent (50%) of all classes of the then outstanding stock, if the entity is a corporation, or of fifty
percent (50%) of all classes of the profit interests, if the entity is a partnership or a limited liability company).
(iii) For purposes of this Section 16(h), the term “Successor” shall mean: (i) a corporation into which or with which
Tenant, its corporate successors or assigns, is merged or consolidated in accordance with the applicable statutory provisions for
merger or consolidation of corporations, but only if, by operation of law or by effective provisions contained in the instruments
of merger or consolidation, the liabilities of the corporations participating in such merger or consolidation are assumed by the
corporation surviving the merger or created by such consolidation; (ii) any partnership or limited liability company into which
Tenant is merged in accordance with the applicable statutory provisions for the merger of partnerships or limited liability
companies, but only if the surviving entity agrees in writing that it has unconditionally assumed for the benefit of Landlord all of
the obligations and liabilities of Tenant under this Lease; and, (iii) any corporation, partnership or limited liability company
acquiring the leasehold interest of Tenant under this Lease and substantially all of the other property and assets of Tenant or its
Successor, but only if such entity agrees in writing that it has unconditionally assumed for the benefit of Landlord all of the
obligations and liabilities of Tenant under this Lease. Acquisition by Tenant or its successors of substantially all of the assets,
together with the assumption of all or substantially all of the obligations and liabilities of any corporation, shall be deemed a
merger of such corporation into Tenant for purposes of this Lease.
(i) Disputes. If Tenant believes that Landlord has unreasonably refused to grant consent to a proposed Sublease or
Assignment, Tenant’s sole remedy shall be an action for declaratory or injunctive relief or an action for damages at law. Tenant
waives any right which Tenant may have to terminate this Lease in connection with any refusal by Landlord to consent to a
Transfer, whether or not such refusal was reasonable.
17. TENANT’S PROPERTY.
(a) Removal Upon Expiration of Lease. All articles of personal property and all business and trade fixtures, machinery and
equipment, furniture and movable partitions owned by Tenant or installed by Tenant at its expense in the Premises shall be and
remain the property of Tenant and may be removed by Tenant at any time during the Term, subject to the other requirements of
this Lease. If Tenant shall fail to remove all of such property from the Premises at the expiration of the Term or within ten
(10) days after any earlier termination of this Lease for any cause whatsoever, Landlord may, at its option and upon not less than
five (5) days prior written notice to Tenant, remove the same in any manner that Landlord shall choose, and store such property
without liability to Tenant for loss thereof. In such event, Tenant agrees to pay Landlord upon demand any and all expenses
incurred in such removal, including court costs and attorneys’ fees and storage charges on such property for any length of time
that the same shall be in Landlord’s possession. Landlord may, at its option, without notice, sell said property or any of the
same, at a private sale and without legal process, for such price as Landlord may obtain and apply the proceeds of such sale to
any amounts due under this Lease from Tenant to Landlord and to the expense incident to the removal and sale of said property.
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