Reso 2014-2198 - Laserfiche WebLink

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quality to that operated by Subtenant; (iv) such transferee shall continue to operate the business conducted in the Sublease Premises under the same trade name, in the same manner as Subtenant and pursuant to all of the provisions of this Sublease; (v) such transferee shall assume in writing, in a form acceptable to Sublessor and Landlord, all of subtenant's obligations hereunder and subtenant shall provide Sublessor and Landlord with a copy of such assumption/transfer document; and (vi) Subtenant shall pay to Sublessor, Sublessor's attorneys' fees in connection with the Transfer. Sublessor's withholding of such consent shall be deemed reasonable if Landlord does not consent for any reason. The sale or other transfer of any partnership interest in or any capital stock of, or the issuance of any additional partnership interest in or any capital stock of, Subtenant or any partner in Subtenant or any entity directly or indirectly owning or controlling Subtenant or any partner in Subtenant shall be deemed a Transfer which requires Sublessor's prior written consent, except with respect to capital stock which is publicly traded. No Transfer shall relieve Subtenant from any of its obligations under this Sublease. Notwithstanding anything to the contrary contained herein, Sublessor shall have the option, exercisable by notice to Subtenant, to recapture all of the Sublease Premises, or at the option of Sublessor, the portion of the Premises subject to the proposed Transfer in the event that less than all of the Premises is subject to the proposed Transfer. Such recapture notice shall cancel arid terminate this Sublease with respect to the space being recaptured as of effective date of the proposed Transfer. If this Sublease shall be canceled with respect to less than all of the Sublease Premises, then the Base Rent and the Additional Rent shall be prorated on the basis of the number of net rentable square feet retained by Subtenant in proportion to the number of net rentable square feet contained in the Sublease Premises and this Sublease as so modified shall continue in full force and effect. If consent is once given by Sublessor to a Transfer, Sublessor shall not be barred or in any way limited from subsequently refusing to consent to any further or subsequent Transfer. 9. Consent of Landlord for Termination. Section 21.2 of the Sublease shall be amended to provide that termination of the Sublease shall not require the consent of the Landlord if Subtenant is in default of the Sublease or if Sublessor has the right to terminate the Sublease pursuant to paragraph 10 below provided that rent is continuously paid by the Sublessor to the Landlord and thirty (30) days' notice shall be provided to the Landlord before any termination is effective. 10. Termination Option by Sublessor. Sublessor shall have the right to terminate this Sublease and the right to assume the business "Beach Bar @ Newport Pier" and all goodwill associated therewith by written notice to Subtenant, at any time after the third anniversary of the Commencement Date for a termination fee equal to the amount paid to Sublessor as Percentage Rent for the thirty -six (36) month period immediately Page 3 of 6