Coach 2013 Annual Report Download - page 535

4.08 Any consent of Landlord under this Article 4 shall be subject to the terms of this Article 4 and conditioned upon (i) there being no
default by Tenant, beyond any grace period, under any of the terms, covenants and conditions of this Lease at the time that Landlord’s consent to any such
subletting or assignment is requested, and (ii) this Lease being in full force and effect (and not terminated by Landlord as a result of any default by Tenant) on
the date of the commencement of the term of any proposed sublease or the effective date of any proposed assignment. Tenant acknowledges and agrees that no
assignment or subletting shall be effective unless and until Tenant, upon receiving any necessary Landlord’s written consent (and unless it was theretofore
delivered to Landlord) causes a duly executed copy of the sublease or assignment to be delivered to Landlord within thirty (30) days after execution thereof.
Any such sublease shall provide that the sublessee shall comply with all applicable terms and conditions of this Lease to be performed by Tenant hereunder
(other than the payment of Rent). Any such assignment of this Lease shall contain an assumption by the assignee of all of the terms, covenants and conditions
of this Lease to be performed by Tenant arising from and after the effective date of such assignment; provided, however, with respect to any assignment to a
Related Entity, such assumption by the assignee shall be of all of the terms, covenants and conditions of this Lease to be performed by Tenant arising from
and after the Commencement Date.
4.09 (a) Anything contained in this Lease to the contrary notwithstanding, Landlord’s consent shall not be required (nor shall the
provisions of Section 4.02 and Section 4.10 apply) for an assignment of this Lease, or sublease (or further sublease) of all or part of the Premises for the
Permitted Uses, or the occupancy of all or a portion of the Premises, to a Related Entity; provided, that (i) Landlord is given notice within thirty (30) days after
the occurrence of any such sublease or assignment and reasonably satisfactory proof that the requirements of this Lease have been met with respect thereto,
(ii) any such transaction is for a legitimate business purpose and not for the purpose of circumventing the rights of Landlord under this Article 4, and (iii) the
proposed assignee or subtenant is engaged in a business and the Premises, or the relevant part thereof, will be used in a manner which is in keeping with the
standards of the Building.
(b) For purposes of this Article 4:
(i) a “Related Entity” shall mean (x) any corporation or entity which controls or is controlled by Tenant or is under common
control with Tenant (a “Tenant Affiliate”), or (y) any legal entity (1) to which all or substantially all of the assets of Tenant are transferred, (2) to which more
than fifty percent (50%) of the equity interests are transferred, or (3) into which Tenant may be merged or consolidated; and
(ii) the term “control” shall mean, in the case of a corporation or other entity, ownership or voting control, directly or
indirectly, of at least fifty percent (50%) of all of the general or other partnership (or similar) interests therein.
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