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install and maintain a mechanical time-clock;(1),no vending or video machines shall be installed at the Premises, <br /> (m) upon the request of Landlord, Tenant shall contract with a licensed pest control company acceptable to <br /> Landlord for regular pest inspections and termination services to be provided at the Premises-, (n) Tenant shall at <br /> all times -fully and adequately heat and/or air-condition (as the cirournstances require) the Premises,, (o) Tenant <br /> shall use best efforts,to advertise in a,wide range of internet social media, including, at a minimum,Facebook. <br /> Section 5.2 Continuous 0 erations. Intentionally deleted <br /> Section 5.3 Hazardous Materials. Tenant shall not use, handle, store or dispose of any oil, <br /> petroleum products, or any other hazardous or toxic materials or wastes that pose a danger to health or property <br /> I Tenant enant hereby <br /> in <br /> and are regulated by any laws (collectively, "Hazardous Materials') or about the Premises, and, <br /> q <br /> indemnifies and holds harmless Landlord. from any and costs, losses, and damages of any nature whatsoever <br /> arising from Tenant's breach of the foregoing(this prov'son shall survive the tertnination.of this Lease). <br /> Section 5.4 Com-Dliance with Laws. Tenant shall comply with all legal requirements related <br /> to the Premises and Tenant's use thereof Without limiting the foregoing,Tenant shall comply with the Americans <br /> Dis <br /> abilities sabilities Act and any similar state or municipal legal requirements, provided that the foregoing shall not <br /> ,w I <br /> under any circumstances require Tenant to complete alterations to the Premises. <br /> Section 5.5 (a) Assignment and Sublelltl*. Except as otherwise provided herein, Tenant <br /> shall not sublease, assign,,, transfer, mortgage, or otherwise encumber this Lease or the Premises in any manner, <br /> or allow any other person or entity to occupy the Premises or any portion thereof, or transfer more than 50% of <br /> the voting control of Tenant in one or more transactions(separately and collectively the foregoing are referred to <br /> all not be unreasonably w <br /> as a "Transfer"), 'without the prior written, consent of Landlord, which sh ithheld <br /> conditioned or d i <br /> elayed. Without limiting the foregoing, n. no event Tenant enant assign, sublet, or otherwise <br /> 'transfer this Lease while Tenant is inan Event of Default under this Lease. .unless otherwise agreed by Landlord, <br /> no Transfer shall relieve Tenant or Guarantor of direct and primary, joint and several liability for the Tenant <br /> obligations under this Lease, nor shall Landlord's consent to any Transfer operate as a consent to any further, <br /> Transfer. No assignee, subtenant,or other transferee shall use the Premises for anything other than the Permitted. <br /> Use. Notwithstanding the foregoing, Landlord may condition its consent to any assignment, sublease, or other <br /> form of transfer upon the satisfaction of all or any of the following conditions-. (1) the transferee shall be <br /> creditworthy in. the judgment of Landlord- (ii) such transferee shall have a track record of responsible and <br /> reputable business dealings related to,the conduct of the Permitted Use; (111)if such transfereen <br /> is an assignee the <br /> it shall assume in writing, in form acceptable to Landlord, all of Tenant's obligations hereunder and Tenant shall <br /> provide Landlord with a copy of such of document (but no such assumption shall relieve <br /> Tenant and Guarantor of their direct and primary,joint and several liability under this Lease)-, (iv) Tenant shall <br /> pay to Landlord, immediately upon of t <br /> receipt thereof, 50% he difference between the rent received by the Tenant <br /> for such assignment or sublease and the Rent due under this Lease, after all expenses 'incurred by the Tenant in <br /> completing such assignment or sublease; and(v)such other terms and provisions as Landlord deems appropriate. <br /> (b) Notwithstanding the provisions of Section 5.5(a), in the event that substantially all of the operations of the <br /> Tenant and its affiliates in Massachusetts are being transferred to another entity by way of merger,consolidation <br /> or sale of substantially all of the stock or assets of Tenant and its affiliates, (each, a, "Permitted Transfer"), <br /> Landlord's consent will not be required to an assignment of this Lease to said resulting or acquiring entity and the <br /> restrictions in. Section 5.5(a) shall not apply, provided (and it shall be a condition of the validity of any such <br /> assignment) that: (i) such entity shall agree to be bound by all of the obligations of the Tenant hereunder, the <br /> obligations to pay the Rent and other charges provided for under this, Lease, and the covenant against further <br /> I I I ability and <br /> assignment; (ii) the Tenant shall furnish the Landlord evidence regarding good reputation, financial abil' <br /> business experience relating to the uses permitted hereunder, including,but not limited to evidence that(a) such <br /> proposed assignee has a net worth at least equal to that of the Tenant and Guarantor herein named on the date of <br /> the execution hereof, (b) is acquiring such operations as a going business, (c) has the business experience and <br /> good reputation necessary to and will agree to conduct the business permitted hereunder in a manner consistent <br /> 4 <br />