Circuit City 2005 Annual Report Download - page 90

prospective assignee is not of a financial strength similar to Tenant as of the Lease Date, (ii) that the prospective
assignee or subtenant has a poor business reputation, or (iii) that the proposed use of the Demised Premises by such
prospective assignee or subtenant (including, without limitation, a use involving the use or handling of Hazardous
Substances) will negatively affect the value or marketability of the Building or the Project.
(b) Notwithstanding Section 29(a) above, provided that there then exists no Event of Default under this
Lease which remains uncured, Tenant shall have the right, upon ten (10) days’ prior written notice to Landlord but
without Landlord’s prior consent, (i) to sublet all or part of the Demised Premises to any related entity which controls
Tenant, is controlled by Tenant or is under common control with Tenant; or (ii) to assign this Lease to a successor
entity into which or with which Tenant is merged or consolidated or which acquired substantially all of Tenant’s assets
and property, provided that such successor entity assumes substantially all of the obligations and liabilities of Tenant
(including, without limitation, those obligations of Tenant arising under this Lease) and, after such transaction, shall
have assets, capitalization, tangible net worth and creditworthiness at least equal to the assets, capitalization, tangible
net worth and creditworthiness of Tenant as of the Lease Date as determined by generally accepted accounting
principles. For the purpose hereof, (i) “control” shall mean ownership of not less than fifty percent (50%) of all the
voting stock or legal and equitable interest in such entity, and (ii) “tangible net worth” shall mean the excess of the
value of tangible assets (i.e. assets excluding those which are intangible such as goodwill, patents and trademarks) over
liabilities. Any sublease or assignment pursuant to and in compliance with this subsection (b) shall be referred to herein
as a “Related Assignment”. The provisions of subsection 29(c) below shall not apply to any Related Assignment;
provided, however, that the written notice given by Tenant to Landlord pursuant to this subsection 29(b) must contain
sufficient information and documentation to enable Landlord to confirm that all of the requirements of this
subsection 29(b) have been satisfied.
(c) If Tenant desires to assign this Lease or sublet the Demised Premises or any part thereof, Tenant shall
give Landlord written notice no later than thirty (30) days in advance of the proposed effective date of any proposed
assignment or sublease, specifying (i) the name and business of the proposed assignee or sublessee, (ii) the amount and
location of the space within the Demised Premises proposed to be subleased, (iii) the proposed effective date and
duration of the assignment or subletting and (iv) the proposed rent or consideration to be paid to Tenant by such
assignee or sublessee. Tenant shall promptly supply Landlord with financial statements and other information as
Landlord may reasonably request to evaluate the proposed assignment or sublease. Landlord shall have a period of
twenty (20) days following receipt of such notice and other information requested by Landlord within which to notify
Tenant in writing that Landlord elects: (i) to permit Tenant to assign or sublet such space; or (ii) to refuse, in
Landlord’s sole and absolute discretion (taking into account all relevant factors including, without limitation, the
factors set forth in the Section 29(a) above), to consent to Tenant’s assignment or subleasing of such space and to
continue this Lease in full force and effect as to the entire Demised Premises. If Landlord should fail to notify Tenant in
writing of such election within the aforesaid twenty (20) day period, Landlord shall be deemed to have elected option
(ii) above. Tenant agrees to reimburse Landlord for reasonable legal fees and any other reasonable costs incurred by
Landlord in connection with any requested assignment or subletting. Tenant shall deliver to Landlord copies of all
documents executed in connection with any permitted assignment or subletting, which documents shall be in form and
substance reasonably satisfactory to Landlord and which shall require such assignee to assume performance of all terms
of this Lease on Tenant’s part to be performed.
(d) No acceptance by Landlord of any rent or any other sum of money from any assignee, sublessee or other
category of transferee shall be deemed to constitute Landlord’s consent to any assignment, sublease, or transfer.
Permitted subtenants or assignees shall become liable directly to Landlord for all obligations of Tenant hereunder,
without, however, relieving Tenant of any of its liability hereunder. No such assignment, subletting, occupancy or
collection shall be deemed the acceptance of the assignee, tenant or occupant, as Tenant, or a release of Tenant from
the further performance by Tenant of Tenant’s obligations under this Lease. Any assignment or sublease consented to
by Landlord shall not relieve Tenant (or its assignee) from obtaining Landlord’s consent to any subsequent assignment
or sublease.
30. Termination or Expiration .
(a) No termination of this Lease prior to the normal ending thereof, by lapse of time or otherwise, shall
affect Landlord’s right to collect rent for the period prior to termination thereof. Notwithstanding anything to the
contrary contained herein, if this Lease is rejected in any bankruptcy action or proceeding filed by or against Tenant,