Conditions for Consent Sample Clauses

Conditions for Consent. If Landlord does not exercise any recapture right arising in favor of Landlord under Paragraph 10B. Tenant may then enter into the assignment or sublease, as the case may be, specified in the Tenant's Notice giving rise to such recapture right, in accordance, and only in accordance, with the following provisions. If Tenant enters into such assignment or sublease it shall submit an executed copy of the sublease or assignment to Landlord for consent not less than thirty (30) days prior to the proposed effective date of assignment or the proposed commencement date of the term of the sublease, as the case may be. In the case of a sublease, the instrument shall expressly state that it is and shall remain at all times subject and subordinate to this Lease and all of the terms, covenants and agreements contained in this Lease. No such assignment or sublease instrument shall expressly or by implication impose upon Landlord any duties or obligations or alter the provisions of this Lease. Landlord agrees to give Tenant written notice within fifteen (15) days after receipt by Landlord of Tenant's proposed assignment or proposed sublease of Landlord's consent to or rejection of same. Landlord agrees that its consent to any such proposed assignment or proposed sublease shall not be unreasonably withheld; provided, however, that in addition to other circumstances under which Landlord's consent may be withheld, Tenant agrees that the withholding by Landlord of its consent to such proposed assignment or proposed sublease will not be deemed "unreasonable" if; (1) the assignee or subtenant is non-creditworthy or disreputable, or is not of a character, or otherwise is not in keeping with, the nature or class of tenants in the Building, (2) the assignee or subtenant is a government (or subdivision or agency thereof) or is then a tenant in the Building, (3) the use of the Premises by the assignee or subtenant would, in Landlord's reasonable judgment, significantly increase the pedestrian traffic in and out of the Building or the vehicular traffic in and about, or the use of, the exterior paved parking area, or would require Landlord to perform any alterations to the Building to comply with applicable building code requirements, (4) there is then in existence any sublease of all or any part of the Premises, or (5) Tenant is then in breach or default under this Lease. Tenant may not submit to Landlord for consent any assignment or sublease on terms or conditions or with parties ...
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Conditions for Consent. Except to the extent any Transfer is permitted pursuant to clause 14.1 above, in determining whether or not to grant approval to a proposed Transfer of any Interest referred to in clause 14.1 for which approval of FRANCHISOR is required to be obtained, FRANCHISOR may consider any relevant matter in its reasonable discretion, including, without limitation, the protection of the Txx Hortons System, the protection of FRANCHISOR and its Affiliates, and the orderly and proper operation and development of other Txx Hortons Restaurants in the market which may be directly or indirectly impacted by the proposed Transfer. Without limiting the generality of the foregoing, FRANCHISOR may impose or consider the following conditions for granting its consent to the proposed Transfer, as FRANCHISOR may deem appropriate in its sole discretion: (a) all material obligations of Franchisee that are due but not yet fulfilled to FRANCHISOR and its Affiliates, whether arising under this Agreement or otherwise (including, without limitation, all monetary obligations and all repair, maintenance, refurbishment and upgrade obligations) must be satisfied on or before the Transfer Date; (b) all material obligations of Franchisee that are due but not yet fulfilled to third parties arising out of the conduct of the Franchised Restaurant including obligations owed to suppliers and distributors must be satisfied on or before the Transfer Date; (c) Franchisee and its Affiliates are not in default of any material provisions of this Agreement or any other agreement with FRANCHISOR or its Affiliates; (d) the Transferee (or, if applicable, such owners of the Transferee as FRANCHISOR may request), in FRANCHISOR’s reasonable judgment, satisfies all of FRANCHISOR’s business standards and requirements; has the aptitude and ability to operate the Franchised Restaurant; has adequate financial resources and capital to do so; and must complete and be approved through FRANCHISOR's standard franchisee application and selection process including satisfactorily demonstrating to FRANCHISOR that it meets the financial, character, organizational, managerial, credit, operational, and legal criteria and such other criteria and conditions as FRANCHISOR shall then be applying in considering applications for new franchises. The Transferee must meet with representatives of FRANCHISOR at its corporate offices or such other location as may be reasonably requested by FRANCHISOR. Without limiting the grounds on which i...
Sample 1Sample 2See All (11)
Conditions for Consent. Franchisor may withhold its consent to any proposed management company that: (i) Franchisor determines (a) is not financially capable, (b) does not have the managerial skills or operational capacity required to operate the Hotel in accordance with the Standards and this Agreement or (c) is a Competitor, an Affiliate of a Competitor, or the principal operator of hotels for a Competitor; (ii) does not provide Franchisor with all information and access that Franchisor reasonably requests; or (iii) has (or any of its Affiliates have) (a) been convicted of a Serious Crime, (b) engaged in conduct that Franchisor determines may adversely affect the Hotel, the System or Franchisor’s interests or (c) been a party to any material civil litigation with Franchisor or its Affiliates. Franchisor will not consent to any proposed management company that is a Restricted Person, is an Affiliate of a Restricted Person, or in which a Restricted Person has an interest. Franchisor has the right to review any management agreement between Franchisee and its proposed management company.
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Conditions for Consent. The Agency will consent to the terms of a junior lien if all of the following conditions are met: (1) The borrower’s ability to make scheduled loan payments is not jeop- ardized; (2) The borrower provides the Agency a copy of the farm operating plan sub- mitted to the junior lienholder, and the plan is consistent with the Agency op- erating plan;
Sample 1Sample 2Sample 3
Conditions for Consent. If Xxxxxx enters into an assignment or sublease it shall submit an executed copy of the sublease or assignment to Landlord for consent not less than thirty days prior to the proposed effective date of assignment or the proposed commencement date of the term of the sublease, as the case may be. In the case of a sublease, the instrument shall expressly state that it is and shall remain at all times subject and subordinate to this Lease and all of the terms, covenants and agreements contained in this Lease. No such assignment or sublease instrument shall expressly or by implication impose upon Landlord any duties or obligations or alter the provisions of this Lease. Xxxxxx agrees that the withholding by Landlord of its consent to such proposed assignment or proposed sublease will not be deemed "unreasonable" if, among other reasonable criteria to be examined by Landlord: (1) the net worth of the proposed subtenant or assignee is less than that of Tenant; (2) the intended use of the Premises by the proposed subtenant or assignee is not for general office or retail use; (3) the use of the Premises by the proposed subtenant or assignee would violate or create a potential violation of any laws, ordinances or governmental regulations; (4) the use of the Premises by the proposed subtenant or assignee would violate any other agreements affecting the Premises, the Project, Landlord or any tenants of the Project; (5) the assignment is for less than all of the Premises; or (6) Tenant is in default under this Lease. Tenant may not submit to Landlord for consent any assignment or sublease on terms or conditions or with parties different from those stated in the Tenant's notice for such assignment or sublease.
Sample 1Sample 2
Conditions for Consent. (1) The Lessor may impose the following conditions for granting its consent to a rights transfer in connection with this Contract, in addition to the other conditions the Lessor is entitled to apply under this Contract, everything pursuant to resolutions passed by the Israel Lands Administration Board or according to any law. A. The Lessee shall have complied with all the conditions of this Lease Contract; B. The Lessee and the transferee shall sign and submit such documents as shall be required by the Lessor in connection with the transfer and shall comply with all the conditions imposed by this Contract in connection with the grant of consent, including an obligation on the part of the transferee to comply with all the conditions of this Lease Contract. (2) In the event of the Lessee having obtained any exemption or discount, whether partial or total, with regard to the payment of the Rent, or having paid a reduced Rent, and these or any of them having been made conditional on compliance with conditions imposed for this purpose, the Lessor's consent to the rights transfer shall be conditional on compliance with the conditions established for the grant of such exemption or discount or reduced payment, including compliance with all the implications thereof. (3) The Lessor's consent to a sublease or to a delivery of possession, if granted, shall not release or exempt the Lessee from any obligation imposed on the Lessee hereunder, and the Lessee and transferee shall be jointly and severally liable for compliance with all of the Lessee's obligations under this Contract. (4) The Lessor may demand details and statements on the following matters from the Lessee and the proposed transferee of the rights (hereinafter: the Transferee): A. The nature of the rights being transferred and the date on which the Lessee and the Transferee intend to carry out the contemplated transfer; B. The name, address, and identity number of the Transferee; 15 C. In the case of a corporate Transferee: (1) Name, address, corporate number as entered at the office of the Companies Registrar; the names of the shareholders, their holdings in the share capital, voting power and appointment power, and the names of the directors. (2) Details as stated in the foregoing paragraph (B) with regard to averx shareholder and director of the corporation. (3) In the event of a corporate shareholder or director in the Transferee corporation, details on the corporation as stated hereinabove in this para...
Sample 1
Conditions for Consent. Where processing is based on consent, the controller shall be able to demonstrate that the data subject has consented to the processing of his or her personal data, as further stipulated in Articles 7 and 8 of the Regulation. If the data subject's consent is given in the context of a written declaration which also concerns other matters, the request for consent shall be presented in a manner which is clearly distinguishable from the other matters, in an intelligible and easily accessible form, using clear and plain language. The data subject shall have the right to withdraw his or her consent at any time. The withdrawal of consent shall not affect the lawfulness of processing based on consent before its withdrawal. When assessing whether consent is freely given, utmost account shall be taken of whether, inter alia, the performance of a contract is conditional on consent to the processing of personal data that is not necessary for the performance of that contract. When a child is offered information society services directly and the processing of personal data is based on the child's consent, the processing shall be lawful only if the child is at least 13 years old. If the child is below the age of 13, the processing shall be lawful only to the extent the consent is given by the holder of parental responsibility. The controller shall make reasonable efforts to verify in such cases that consent is given or authorised by the holder of parental responsibility over the child, taking into consideration available technology.
Sample 1
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Conditions for Consent. The Agency will consent to the terms of a junior lien if all of the following conditions are met: (1) The borrower’s ability to make scheduled loan payments is not jeop- ardized; (2) The borrower provides the Agency a copy of the farm operating plan sub- mitted to the junior lienholder, and the plan is consistent with the Agency op- erating plan; (3) The total debt against the secu- rity does not exceed the security’s market value; (4) The junior lienholder agrees in writing not to foreclose the security instrument unless written notice is provided to the Agency; (5) The borrower is unable to grad- uate on any program except for CL; and (6) The junior lien will not otherwise adversely impact the Agency’s xxxxx- cial interests. [72 FR 63309, Nov. 8, 2007, as amended at 75 FR 54016, Sept. 3, 2010] For loans secured by real estate, a borrower may request Agency consent to a severance agreement or similar in- strument so that future chattel ac- quired by the borrower will not become part of the real estate securing the FLP debt. The Agency will consent to severance agreements if all of the fol- lowing conditions are met: (a) The financing arrangements are in the financial interest of the Agency and the borrower; (b) The transaction will not ad- versely affect the Agency’s security po- sition;
Sample 1
Conditions for Consent. Franchisor shall not unreasonably withhold its consent to any transfer referred to in Section 14.01. hereof, when requested; provided, however, that prior to the time of transfer; A. All of Franchisee's accrued monetary obligations to Franchisor shall have been satisfied; B. The Franchisor shall have determined, to its satisfaction, that the transferee's qualifications meet the Franchisor's then current criteria for new franchisees; C. Franchisee and transferee shall execute a written assignment, in a form satisfactory to Franchisor, pursuant to which the transferee shall assume all of the obligations of Franchisee under this Agreement; D. Franchisee or transferee shall pay to Franchisor a transfer processing fee of Two Thousand Five Hundred Dollars ($2,500), to cover Franchisor's administrative expenses in connection with the transfer and a training fee in the amount of Five Thousand Dollars ($5,000); however no additional franchise fee shall be charged by Franchisor for a transfer.
Sample 1

Related to Conditions for Consent

  • Payments for Consent The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder of Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to be paid and is paid to all Holders of the Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

  • Conditions for Closing The Lender shall not be obligated to disburse the Bridge Loan until the Borrower shall have fulfilled and/or furnished to the Lender, at the Borrower’s own cost and expense, the following conditions (unless waived in writing by Lender): (a) The Loan Documents duly executed by the Borrower and each Guarantor (as applicable) along with evidence that all financing statements and other filings contemplated thereby have been made and the Security Documents to be placed of record or filed shall have been duly executed and recorded and filed in all appropriate offices and shall constitute a first and prior Lien on the Collateral, subject only to those matters set forth in Section 6.01 of this Agreement and all taxes, fees and charges in connection therewith shall have been paid. (b) Evidence, in form and substance satisfactory to the Lender, that the Aircraft, business and all assets of the Borrower are adequately insured as required by Section 5.04. (c) Payment of the Origination Fee and all reimbursable costs and expenses pursuant to the Loan Documents, together with evidence of payment to other parties of all fees and costs which Borrower is required under the Loan Documents to pay by the Closing Date. (d) Lien searches (including Uniform Commercial Code, judgments, bankruptcy and taxes) with respect to the Borrower and each Guarantor (at the state and county level) from the jurisdiction of its organization and each other jurisdiction in which it maintains an office, including the home airport of the Aircraft, (i) showing no existing Liens on the Collateral pledged by such Persons except as permitted hereunder or (ii) accompanied by necessary termination statements, release statements and any other types of release in connection with any impermissible Liens disclosed by such searches that have been filed or for which satisfactory arrangements have been made for such filing on the Closing Date. (e) With respect to the Aircraft, (i) an FAA and International Registry lien and title search acceptable to the Lender, (ii) a copy of Aircraft Registration Certificate, (iii) lien and title searches of the applicable Canadian government authorities, including without limitation under the Personal Property Security Act, in form acceptable to the Lender, (iv) evidence that the Borrower has become a Transaction User Entity (as defined in the International Registry) and appointed an administrator and a professional registry user entity, in form and substance satisfactory to the Lender, (v) reasonable evidence that the Aircraft is eligible for prompt issuance of a U.S. Certificate of Airworthiness following the Aircraft’s transfer of title to Borrower, (vi) Completed Customs and Border Protection Forms 7501 and 3461 evidencing importation into the U.S., and (vii) a copy of the airframe, engine, and avionics maintenance programs. (f) Copies of all of the Aircraft Contracts in effect as of the Closing Date, in form and substance reasonably acceptable to the Lender. (g) A copy of the Borrower’s and each Guarantor’s organizational documents, in form and substance satisfactory to the Lender. (h) A certificate of existence, authorization, good standing certificate, or its equivalent of each of the Borrower and the Guarantor from the Secretary of State of such Person’s jurisdiction of incorporation/formation/organization and the Secretary of State of each other jurisdiction in which such Person is qualified to do business as a foreign corporation/company/partnership, if any. (i) A certificate in form and substance satisfactory to Lender from the Borrower and each Guarantor, dated the Closing Date and signed on behalf of such Person by an authorized member/manager/officer of such Person certifying as to (i) true copies of the organizational documents of such Person and any amendments thereto, (ii) the resolutions of the directors/managers and/or shareholders/members (as the case may be) of such Person authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party and (iii) the names, true signatures and incumbency of the members/managers/officers of such Person authorized to execute and deliver the Loan Documents to which it is a party. The Lender may conclusively rely on such certification unless and until a later certificate revising the prior certificate has been furnished to the Lender. (j) A certification regarding the beneficial ownership of the Borrower, as required by the Bank Secrecy Act (31 C.F.R. §1010.230 et. seq.), as amended from time to time, the regulations promulgated thereunder, and any successor statute, in form and substance satisfactory to the Lender. (k) Evidence, in form and substance acceptable to the Lender, that the Borrower has a tangible balance sheet equity of at least twenty percent (20%) on the Closing Date. (l) An opinion of counsel on behalf of the Borrower and the Guarantor, dated the Closing Date, in form and substance satisfactory to the Lender in absolute discretion. (m) An opinion of special FAA counsel, including an International Registry Priority Search Certificate, each dated the Closing Date, in form and substance satisfactory to the Lender in absolute discretion. (n) Listing of furniture, fixtures and equipment owned by the Borrower or a certification that the Borrower does not own any, satisfactory in form and content to the Lender, indicating that the estimated value of such furniture, fixtures and equipment. (o) An inventory of all Warranties (including copies all documentation with respect thereto) relating to the Aircraft. (p) The Borrower shall have executed and delivered all forms, documentation and information necessary for the establishment of the Cash Collateral Account at Lender, and shall have funded the Cash Collateral into the Cash Collateral Account (either prior to the Closing Date or contemporaneously therewith). (q) Such other instruments, documents, certificates, assurances and opinions as may be set forth in the preliminary closing checklist delivered to the Borrower in connection with this Agreement or as the Lender shall reasonably require to evidence and secure the Loan, to comply with the provisions hereof and the requirements of regulatory authorities to which the Lender is subject, all of which, including those referred to above in this Section 4.01 shall be satisfactory in form, content and substance to the Lender.

  • Request for Consent If Tenant desires at any time to enter into an Assignment of this Lease or a Sublease of the Premises or any portion thereof for which Landlord’s consent is required, it shall first give written notice to Landlord of its desire to do so, which notice shall contain (i) the name of the proposed assignee, subtenant or occupant; (ii) the name and nature of the proposed assignee’s, subtenant’s, or occupant’s business to be carried on in the Premises; (iii) the terms and provisions of the proposed Assignment or Sublease; and (iv) such financial and other information as Landlord may reasonably request concerning the proposed assignee, subtenant or occupant. Any improvements, additions, or alterations to the Premises or either Building that are required by applicable Laws or are deemed necessary or appropriate by Landlord, in Landlord’s reasonable judgment, as a result of any such Sublease or Assignment including, without limitation, demising walls and/or other improvements, additions or alterations necessary to cause the Premises to be suitable for multiple tenants (all of the foregoing collectively, “Required Sublease Improvements”), shall be installed and provided by Tenant (or, at Landlord’s sole option, by Landlord but at Tenant’s expense), without cost or expense to Landlord. Landlord may condition its consent to any proposed Sublease or Assignment on both (x) the construction of Required Sublease Improvements, and (y) a requirement that funds sufficient, in Landlord’s reasonable judgment, to cause the removal of the Required Sublease Improvements and restoration of the Premises to its condition prior to installation of the Required Sublease Improvements upon the earlier of expiration or termination of the Sublease or Assignment or this Lease be provided by Tenant to Landlord upon Landlord’s approval of such Sublease or Assignment, to be held as additional security for Tenant’s obligations to remove the Required Sublease Improvements upon expiration or earlier termination of this Lease as required by Paragraph 25(a). Tenant shall reimburse Landlord upon demand for any reasonable out-of-pocket expenses incurred by Landlord in connection with such review, including reasonable attorneys’ fees, and such obligation shall be an Additional Charge.

  • Payments for Consents Neither the Company nor any of its Subsidiaries or Affiliates may, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Indenture or the Notes unless such consideration is offered to be paid or agreed to be paid to all Holders of the Notes that consent, waive or agree to amend such term or provision within the time period set forth in the solicitation documents relating to the consent, waiver or amendment.

  • Conditions for Advance and Conditions to Closing Section 7.1.

  • Certain State Law Requirements for Contracts The contents of this Section are required by Texas Law and are included by County regardless of content. For purposes of Sections 2252.152, 2271.002, and 2274.002, Texas Government Code, as amended, C&T hereby verifies that C&T and any parent company, wholly owned subsidiary, majority-owned subsidiary, and affiliate: a. Unless affirmatively declared by the United States government to be excluded from its federal sanctions regime relating to Sudan or Iran or any federal sanctions regime relating to a foreign terrorist organization, is not identified on a list prepared and maintained by the Texas Comptroller of Public Accounts under Sections 806.051, 807.051, or 2252.153 of the Texas Government Code. b. If employing ten (10) or more full-time employees and this Agreement has a value of

  • Buyer’s Conditions for Closing Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate this Contract, in which case the Xxxxxxx Money Deposit shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract. (a) All of Seller’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date. (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2. (c) Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Seller, as and when required hereunder. (d) Third Party Consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer. (e) The Existing Franchise Agreement shall have been terminated. (f) The Existing Management Agreement shall have been terminated and Buyer and the Manager shall have executed and delivered the New Management Agreement consistent with the form attached hereto as Exhibit E. (g) Buyer and Franchisor shall have executed (or Franchisor has unconditionally committed to execute) the New Franchise Agreement. (h) Seller shall have complied, in all material respects, with its obligations under the thirteen (13) other purchase contracts (“Other Contracts”), each of even date herewith and all of which are more particularly described on Exhibit K hereto; and Seller shall be unconditionally prepared to close on the sale of the hotel properties described in the Other Contracts (“Other Properties”) simultaneously with Closing on the Property.

  • Attachment C, Standard State Provisions for Contracts and Grants Attachment C is hereby deleted in its entirety and replaced by the Attachment C December 15, 2017 attached to this Amendment. Child Support (Applicable to natural persons only; not applicable to corporations, partnerships or LLCs). Contractor is under no obligation to pay child support or is in good standing with respect to or in full compliance with a plan to pay any and all child support payable under a support order as of the date of this amendment.

  • Payment for Consent Neither the Company nor any Affiliate of the Company shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Securities unless such consideration is offered to be paid to all Holders that so consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or agreement.

  • Prior Consent You will not accept for payment by Card any amount representing a deposit or partial payment for goods or services to be delivered in the future without the prior written consent of Processor. The acceptance of a Card for payment or partial payment of goods or services to be delivered in the future without prior consent will be deemed to be a breach of this Agreement and cause for immediate termination in addition to any other remedies available under the Laws or Rules.

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