TeleNav 2011 Annual Report Download - page 143

14.7 Occurrence of Default
. Any sublease, license, concession or other occupancy agreement entered into by Tenant shall be
subordinate and subject to the provisions of this Lease, and if this Lease is terminated during the term of any such agreement, Landlord shall
have the right to: (i) treat such agreement as cancelled and repossess the Contemplated Transfer Space by any lawful means, or (ii) require that
the transferee attorn to and recognize Landlord as its landlord (or licensor, as applicable) under such agreement. If and so long as Tenant is in
Default, Landlord is irrevocably authorized, as Tenant’s agent and attorney-in-
fact, to direct any transferee under any such agreement to make all
payments under such agreement directly to Landlord (which Landlord shall apply towards Tenant’
s obligations under this Lease) until such
Default is cured. Such transferee shall rely on any representation by Landlord that Tenant is in Default, without any need for confirmation
thereof by Tenant. No collection or acceptance of rent by Landlord from any transferee shall be deemed a waiver of any provision of this
Article 14
, an approval of any transferee, or a release of Tenant from any obligation under this Lease, whenever accruing (except for the
obligation to make the payments so received by Landlord). In no event shall Landlord’
s enforcement of any provision of this Lease against any
transferee be deemed a waiver of Landlord’s right to enforce any term of this Lease against Tenant or any other person.
14.8 Permitted Transfers . Notwithstanding anything to the contrary in this Article 14 , Tenant may, without Landlord’
s prior
written consent pursuant to Section 14.1
above, (1) permit a Change of Control to occur, (2) sublet all or any portion of the Premises to an
Affiliate of Tenant or assign this Lease to any of the following (a “ Permitted Transferee ”): (
a) an Affiliate of Tenant, (b) a successor to
Tenant by merger, non-
bankruptcy reorganization, or consolidation, or (c) a successor to Tenant by purchase of all or substantially all of
Tenant’s assets or Tenant’s capital stock (a “ Permitted Transfer ”),
provided that (i) at least 10 business days before the Transfer (or if Tenant
is bound to keep the transaction confidential within 3 business days after announcement of the Transfer), Tenant notifies Landlord of such
Transfer and supplies Landlord with any documents or information reasonably requested by Landlord relating thereto, including reasonable
documentation that the Transfer satisfies the requirements of this Section 14.8
, (ii) in the case of an assignment pursuant to clause (a) or
(c) above, the assignee executes and delivers to Landlord a commercially reasonable instrument pursuant to which the assignee assumes, for
Landlord’s benefit, all of Tenant’
s obligations under this Lease; (iii) in the case of an assignment pursuant to clause (b) above or any Change of
Control, (A) the successor entity (including Tenant, following a “reverse triangular merger”
or other similar transaction), has a net worth
(computed in accordance with generally accepted accounting principles) immediately after the Transfer that is not less than the Net Worth
Requirement (as defined below), and (B) if Tenant before the Transfer is a closely held professional service firm, at least 75% of the equity
interests in the entity immediately after the Transfer are held by persons who held at least 75% of the equity interests in the entity one year prior
to the date of the Transfer; (iv) except in the case of a Change of Control, the Transferee is qualified to conduct business in the State of
California immediately upon the Transfer, (v) in the case of a Change of Control, the Tenant under the Lease immediately after the Change of
Control meets the Net Worth Requirement; (vi) any such proposed Transfer is made in good faith and not, whether in a single transaction or in a
series of transactions, as a subterfuge to evade the obligations and restrictions relating to Transfers set forth in this Article 14
, and (vii) any
Default by Tenant under this Lease is cured concurrently with the consummation of the closing of the Permitted Transfer. As used herein, “
Affiliate ”
means, with respect to any party, a person or entity that controls, is under common control with, or is controlled by such party. For
purposes hereof, the “ Net Worth Requirement ”
shall be deemed satisfied if, as of the date immediately after the Transfer or Change of
Control, the Tenant under this Lease meets one of the following criteria: (x) a Moody’
s credit rating of not less than Aa3 and a Standard &
Poor’s credit rating of not less than AA- (
provided that the possession of one such agency rating shall be sufficient if there exists no applicable
rating by the other agency); or (y) a Net Worth at least equal to the Net Worth of the Tenant immediately prior to the Transfer or Change of
Control.
ARTICLE 15
SURRENDER OF PREMISES;
REMOVAL OF PERSONAL PROPERTY AND TRADE FIXTURES
15.1 Surrender of Premises .
No act or omission by any Landlord Party during the Lease Term, including acceptance of keys to
the Premises, shall be deemed an acceptance by Landlord of a surrender of the Premises unless such intent is specifically acknowledged in
writing by Landlord. Upon the expiration or earlier termination of this Lease, Tenant shall, subject to the provisions of Section 8.5
above and this
Article 15 , quit and surrender possession of the Premises to Landlord with all of Tenant’
s Repair Obligations performed in accordance with the
provisions of Section 7.1 above, all of “Tenant’s Compliance Obligations” performed in accordance with the provisions of Section 25.1
below
and otherwise in the condition required by Section 25.2.6 below (collectively, the “ Required Repair and Surrender Condition ”).
Without
limiting the generality of the foregoing, upon surrender of the Premises, Tenant shall, at Tenant’
s sole cost and expense, have performed (or
caused to be performed) the following to Landlord’
s reasonable satisfaction: (a) all interior walls of the Buildings shall, if marked or damaged,
be repaired to the Required Repair and Surrender Condition, (b) all carpets shall be shampooed
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