Common use of CONSENT OF OVERLANDLORD Clause in Contracts

CONSENT OF OVERLANDLORD. 11.1 This Sublease is conditioned upon the consent thereto by Overlandlord which consent shall be evidenced by Overlandlord's signature appended hereto, or a separate consent in the form utilized by Overlandlord for such purposes. Sublandlord shall use commercially reasonable efforts to obtain such consent. Subtenant shall be solely responsible for any fees or charges imposed by the Overlandlord in connection with the obtaining of such consent; provided, however, that such fees and charges shall not exceed [***] and shall be as documented by Overlandlord pursuant to Article 14.1 of the Xxxxxxxxx. Provided Overlandlord's consent does not materially affect the terms of this Sublease, Subtenant shall promptly, after reasonable review, execute any documents requested by Overlandlord in order to obtain Overlandlord's approval. 11.2 Sublandlord makes no representation with respect to obtaining Overlandlord's approval of this Sublease and, in the event that Overlandlord notifies Sublandlord that Overlandlord will not give such approval, Sublandlord will so notify Subtenant and, upon receipt of such notification by Sublandlord of the disapproval by Overlandlord, this Sublease shall be deemed to be null and void and without force or effect, and Sublandlord and Subtenant shall have no further obligations or liabilities to the other with respect to this Sublease, except that Sublandlord shall immediately return to Subtenant any Prepaid Rent, Security Deposit, Letter of Credit, the Purchase Price for the Furniture and any other amounts paid by Subtenant to Sublandlord in connection with this Sublease, so long as the Premises and the Furniture are in the same condition as when delivered to Subtenant. 11.3 Except as otherwise specifically provided herein, wherever in this Sublease Subtenant is required to obtain Sublandlord's consent or approval, Subtenant understands that Sublandlord may be required to first obtain the consent or approval of Overlandlord. Sublandlord agrees to use commercially reasonable efforts to obtain Overlandlord's consent. However, if Overlandlord should refuse such consent or approval, Sublandlord shall be released of any obligation to grant its consent or approval whether or not Overlandlord's refusal, in Subtenant's opinion, is arbitrary or unreasonable.

CONSENT OF OVERLANDLORD. 11.1 9.1 This Sublease is conditioned upon the consent thereto by Overlandlord Overlandlord, which consent shall be evidenced by Overlandlord's signature appended hereto, hereto or a separate consent in the form utilized by Overlandlord for such purposes. Sublandlord shall use commercially reasonable efforts to obtain such consent. Subtenant shall be solely responsible for any fees or charges imposed by the Overlandlord in connection with the obtaining of such consent; provided, however, that such fees and charges shall not exceed [***] and shall be as documented by Overlandlord pursuant to Article 14.1 of the Xxxxxxxxx. Provided Overlandlord's consent does not materially affect the terms of this Sublease, Subtenant shall promptly, after reasonable review, immediately execute any documents requested by Overlandlord in order to obtain Overlandlord's approval. 11.2 Sublandlord makes no representation with respect to obtaining Overlandlord's approval of this Sublease and, in the event that Overlandlord notifies Sublandlord that Overlandlord will not give such approval, Sublandlord will so notify Subtenant and, upon receipt of such notification by Sublandlord of the disapproval by Overlandlord, this Sublease shall be deemed to be null and void and without force or effect, and Sublandlord and Subtenant shall have no further obligations or liabilities to the other with respect to this Sublease, except that . Sublandlord shall immediately return to Subtenant any Prepaid Rent, Security Deposit, Letter of Credit, the Purchase Price for the Furniture and any other amounts paid by Subtenant to Sublandlord in connection with this Sublease, so long as the Premises and the Furniture are in the same condition as when delivered to Subtenant. 11.3 Except as otherwise specifically provided herein, wherever in this Sublease Subtenant is required to obtain Sublandlord's consent or approval, Subtenant understands that Sublandlord may be required to first obtain the consent or approval of Overlandlord. Sublandlord agrees to use commercially its reasonable efforts to obtain Overlandlord's consentconsent to this. However, if Overlandlord should refuse Sublease. In the event that such consent or approvalof Overlandlord is not received by December 21, Sublandlord 1995, either party hereto shall have the right to terminate this Sublease by written notice given to the other party hereto, which notice shall be released effective upon receipt; provided, however, in the event that Sublandlord delivers such consent of any obligation Overlandlord within five (5) days of Sublandlord's receipt of such termination notice from Subtenant, such termination notice shall be void and this Sublease shall remain in full force and effect. In connection with Sublandlord's request to grant its consent or approval whether or not Overlandlord for Overlandlord's refusalconsent to this Sublease, in Subtenant agrees to cooperate to the greatest extent reasonably possible, which cooperation shall include, but shall not be limited to, providing Subtenant's opinion, financial information with all reasonable dispatch. Subtenant agrees that it is arbitrary or unreasonablethe intention of the parties that the request for Overlandlord's consent to this Sublease is to be made unfettered by any other issue and Subtenant agrees not to raise any other issue that might require Overlandlord's consideration until Overlandlord has consented to this Sublease.

CONSENT OF OVERLANDLORD. 11.1 This Subtenant and Landlord hereby acknowledge and agree that this Sublease is subject to and conditioned upon Landlord obtaining the written consent of Overlandlord to this Sublease and to the space sharing arrangement set forth in Section 12 hereof (the “Consent”). Promptly following the execution and delivery of this Sublease by Landlord and Subtenant, Landlord shall submit this Sublease to Overlandlord. It is expressly understood and agreed that notwithstanding anything to the contrary contained herein, the Term shall not commence, nor shall Subtenant take possession of the Subleased Premises or any part thereof, until the Consent has been obtained. Subtenant hereby agrees that it shall cooperate in good faith with Landlord and shall comply with any reasonable requests made of Subtenant by Landlord or Overlandlord in the procurement of the Consent. Landlord shall make any payment to Overlandlord provided for by the Xxxxxxxxx in order to obtain the Consent, but shall not be required to make any other payments to obtain the Consent or the consent thereto by of Overlandlord which consent shall be evidenced by Overlandlord's signature appended hereto, or a separate consent in the form utilized by Overlandlord for such purposes. Sublandlord shall use commercially reasonable efforts to obtain such consentany provision hereof. Subtenant shall be solely responsible make any payment to Overlandlord provided for any fees or charges imposed by the Overlandlord in connection with Xxxxxxxxx to obtain Overlandlord’s consent to the obtaining of Initial Alterations (if such consent; provided, however, that such fees and charges consent is required by the Xxxxxxxxx). If the Consent shall not exceed [***] and shall be as documented by Overlandlord pursuant to Article 14.1 of have been obtained within sixty (60) days after the Xxxxxxxxx. Provided Overlandlord's consent does not materially affect the terms date of this Sublease, Subtenant shall promptly, after reasonable review, execute any documents requested by Overlandlord in order to obtain Overlandlord's approval. 11.2 Sublandlord makes no representation with respect to obtaining Overlandlord's approval of either party may terminate this Sublease andupon written notice, in provided that the event that Overlandlord notifies Sublandlord that Overlandlord will Consent shall not give such approval, Sublandlord will so notify Subtenant and, upon receipt have been obtained prior to the giving of such notification by Sublandlord of the disapproval by Overlandlordtermination notice, and upon such termination this Sublease shall be deemed to be null and void and without force or effect, and Sublandlord and Subtenant shall have of no further obligations or liabilities to the other with respect to this Sublease, except that Sublandlord force and effect and Landlord shall immediately return to Subtenant any Prepaid Rent, Security Deposit, Letter of Credit, the Purchase Price for the Furniture and any other amounts promptly all sums theretofore paid by Subtenant to Sublandlord in connection with this Sublease, so long as the Premises and the Furniture are in the same condition as when delivered to Subtenanthereunder. 11.3 Except as otherwise specifically provided herein, wherever in this Sublease Subtenant is required to obtain Sublandlord's consent or approval, Subtenant understands that Sublandlord may be required to first obtain the consent or approval of Overlandlord. Sublandlord agrees to use commercially reasonable efforts to obtain Overlandlord's consent. However, if Overlandlord should refuse such consent or approval, Sublandlord shall be released of any obligation to grant its consent or approval whether or not Overlandlord's refusal, in Subtenant's opinion, is arbitrary or unreasonable.

CONSENT OF OVERLANDLORD. 11.1 This Sublease is subject to, conditioned upon and shall have no effect until Overlandlord gives its written consent (the consent thereto by Overlandlord “Overlandlord’s Consent”), which consent shall be evidenced by Overlandlord's ’s signature appended hereto, hereto or by a separate consent in the standard form utilized by Overlandlord for such purposesthe Overlandlord. Sublandlord shall agrees promptly to request such consent and to use commercially reasonable efforts to obtain such consentconsent (without being obligated to make any payment to Overlandlord not required by the Master Lease, nor to amend or waive any provision of the Master Lease, nor to commence any arbitration or litigation), but Sublandlord shall have no responsibility or liability whatsoever if such consent is refused or not obtained for any reason whatsoever or for no reason. Subtenant shall be solely responsible for any fees or charges imposed by the agrees to cooperate with Sublandlord with respect thereto and to furnish financial statements and all other items Overlandlord in connection with the obtaining of such consent; provided, however, that such fees and charges shall not exceed [***] and shall be as documented by Overlandlord pursuant is entitled to Article 14.1 of the Xxxxxxxxx. Provided Overlandlord's consent does not materially affect the terms of this Sublease, Subtenant shall promptly, after reasonable review, execute any documents requested by Overlandlord in order to obtain Overlandlord's approval. 11.2 Sublandlord makes no representation request with respect to obtaining Overlandlord's approval Subtenant as Overlandlord in accordance with the provisions of this Sublease the Master Lease and, in if required by Overlandlord, execute and deliver Overlandlord’s commercially reasonable consent form. In the event that Overlandlord notifies Sublandlord that Overlandlord will not give such approval, Sublandlord will so notify Subtenant and, upon receipt of such notification by Sublandlord of the disapproval by Overlandlordconsent, this Sublease shall be deemed to be null and void canceled and without force or effect. In the event that the previous sentence does not apply but Sublandlord does not receive such consent of Overlandlord by a date which is thirty (30) days after the date of the execution of this Sublease, then so long as the party seeking to terminate this Sublease shall have acted in good faith in the Overlandlord consent process, upon written notice to the other, Sublandlord or Subtenant may cancel this Sublease, and upon the giving of such notice, this Sublease shall be deemed canceled and of no further force or effect, and Sublandlord and Subtenant shall have no further obligations or liabilities to the other with respect to this SubleaseSublease (except as otherwise expressly provided herein), except that Sublandlord and if Subtenant is then in possession of all or any part of the Subleased Premises, Subtenant shall immediately return to Subtenant any Prepaid Rent, Security Deposit, Letter of Credit, the Purchase Price for the Furniture quit and any other amounts paid by Subtenant surrender to Sublandlord the Subleased Premises, shall remove all of its property and repair all damage caused by such removal and restore the Subleased Premises to the condition in connection with this Subleasewhich they were prior to the installation of the items so removed, so long as the Premises reasonable wear and the Furniture are in the same condition as when delivered to Subtenanttear excepted. 11.3 Except as otherwise specifically provided herein, wherever in this Sublease Subtenant is required to obtain Sublandlord's consent or approval, Subtenant understands that Sublandlord may be required to first obtain the consent or approval of Overlandlord. Sublandlord agrees to use commercially reasonable efforts to obtain Overlandlord's consent. However, if Overlandlord should refuse such consent or approval, Sublandlord shall be released of any obligation to grant its consent or approval whether or not Overlandlord's refusal, in Subtenant's opinion, is arbitrary or unreasonable.

CONSENT OF OVERLANDLORD. 11.1 9.1 This Sublease is conditioned upon the consent thereto hereto by Overlandlord Overlandlord, which consent shall be evidenced by Overlandlord's signature appended heretoexecution and delivery of the Overlandlord's Consent annexed hereto as Exhibit B or other form as Overlandlord, or a separate consent in the form utilized by Overlandlord for such purposes. Sublandlord and Subtenant shall use commercially reasonable efforts to obtain such consentreasonably approve. Subtenant shall be solely responsible for any fees or charges imposed by the Overlandlord in connection with the obtaining of such consent; provided, however, that such fees consent and charges shall not exceed [***] otherwise due and shall be as documented by Overlandlord pursuant to Article 14.1 of payable under the XxxxxxxxxOverxxxxx. Provided Xxovided Overlandlord's consent Consent does not materially affect the terms of this Sublease, Subtenant shall promptly, after reasonable review, promptly execute any documents reasonably requested by Overlandlord in order to obtain such consent. 9.2 Sublandlord shall use commercially reasonable efforts to obtain the Overlandlord's approval. 11.2 Consent; provided however, Sublandlord makes no representation with respect to obtaining Overlandlord's approval of this Sublease and, in Sublease. In the event that Overlandlord notifies Sublandlord that Overlandlord will not give such approval, Sublandlord will so promptly notify Subtenant and, upon receipt of such notification by Sublandlord of the disapproval by Overlandlord, this Sublease shall be deemed to be null refusal and void and without force or effect, thereafter Subtenant and Sublandlord and Subtenant shall have no further obligations or liabilities discuss in good faith possible alternative approaches to the other with respect obtaining Overlandlord's consent to this Sublease. Notwithstanding the foregoing and except to the extent caused by Subtenant delays including, except that Sublandlord shall immediately return to Subtenant any Prepaid Rent, Security Deposit, Letter of Creditbut not limited to, the Purchase Price for use of Subtenant's form of Overlandlord agreement as attached hereto, if the Furniture and any other amounts paid Overlandlord's Consent is not executed by Subtenant to Sublandlord in connection with Overlandlord on or before the date (the "Consent Date") that is twenty (20) business days after full execution of this Sublease, so long as either Sublandlord or Subtenant may give the Premises other a notice of intention to terminate this Sublease, and if the Furniture are in party to whom such notice is sent does not cause the same condition as when delivered Overlandlord's Consent to Subtenantbe executed within ten (10) days following the giving of such notice, then the other party may terminate this Sublease by written notice given within five (5) days following the expiration of said ten (10) day period. Upon such termination, neither party shall have any further obligation or liability hereunder. 11.3 9.3 Except as otherwise specifically provided herein, wherever in this Sublease Subtenant is required to obtain Sublandlord's consent or approval, Subtenant understands that Sublandlord may be required to first obtain the consent or approval of Overlandlord. Sublandlord agrees to use commercially reasonable efforts to obtain Overlandlord's consent. However, if If Overlandlord should refuse such consent or approval, Sublandlord shall be released of any obligation to grant its consent or approval whether or not Overlandlord's refusal, in Subtenant's opinion, is arbitrary or unreasonable. Notwithstanding the foregoing, Sublandlord shall cooperate with Subtenant, at no cost to Sublandlord, in seeking to obtain Overlandlord's consent or approval, including without limitation, enforcing Sublandlord's rights under the Overxxxxx xx behalf of Subtenant.