Common use of Consent or Approval of Landlord Clause in Contracts

Consent or Approval of Landlord. 24.24.1. Tenant hereby acknowledges that Landlord has a very substantial interest in maintaining the image, reputation, aesthetic appearance, and quality of, and harmony 104 among, the Premises and the properties owned by Landlord or by Landlord's Affiliates. Accordingly, except where otherwise expressly stated in this Lease to the contrary, each and every term or provision of this Lease which requires or which refers to (as the case may be): (i) the approval or consent of Landlord; or (ii) the satisfaction, judgment, opinion or discretion of Landlord, shall mean that any such approval or consent, or any such satisfaction, judgment, opinion or discretion (as the case may be), shall be subject to the sole and absolute discretion of Landlord. In addition, no provision of this Lease which may require or permit Landlord to state reasons for denial of any submission or request shall be construed as a specific statement that any matter is subject to the reasonable approval, consent, satisfaction, judgment, opinion or discretion of Landlord. 24.24.2. With respect to those terms or provisions of this Lease in which Landlord is obligated to use its reasonable discretion, judgment or approval, if Landlord unreasonably or arbitrarily withholds its consent, approval or acknowledgment of satisfaction or judgment in respect of any such matter, Landlord shall have no liability in connection with such withholding or delay except that: (i) Landlord shall be deemed to have granted such consent or approval if a court or other body of competent jurisdiction finally determines (i.e., a final, non-appealable order) that Landlord withheld same unreasonably; and (ii) if such court or other body determines in such final order that Landlord acted in bad faith in withholding such consent, the foregoing exculpatory language contained in this subsection shall not apply. 24.24.3. With respect to any contractor, supplier, service provider or other third person or party who is subject to the prior approval of Landlord, such approval shall not be intended (nor shall it be deemed) to constitute any representations, warranty, assurance, affirmation or other statement on the part of Landlord regarding the quality, efficiency, honesty, integrity, ability or other characteristic or aspect of any such person or party, it being understood and agreed that Tenant shall be solely responsible for its own due diligence regarding such matters and that Landlord shall in all events be entitled to assume that Tenant shall have first undertaken such due diligence appropriate to the circumstances before Tenant presents any such person or party to Landlord for Landlord's approval.

Consent or Approval of Landlord. 24.24.1. Tenant hereby acknowledges that Landlord has a very substantial interest All references in maintaining this Sublease (whether in the image, reputation, aesthetic appearance, and quality of, and harmony 104 among, text itself or by incorporation from the Premises and Master Lease) to the properties owned by consent or approval of Landlord or by Landlord's Affiliates. AccordinglySublessor shall be deemed to mean the written consent or approval of Landlord or Sublessor, except where otherwise expressly stated in this Lease to the contrary, each and every term or provision of this Lease which requires or which refers to (as the case may be): , and no consent or approval of Landlord or Sublessor, as the case may be, shall be effective for any purpose unless such consent or approval is set forth in a written instrument executed by Landlord or Sublessor, as the case may be. If any request or demand is made by Landlord (iwhether requiring an act, restraint or payment) directly to Sublessee pursuant to the Master Lease in respect of a corresponding obligation under the Master Lease relative to the Sublease Premises, then such request or demand shall be honored and performed or adhered to as if the request or demand was made directly by Sublessor. In all provisions of this Sublease requiring the satisfactory approval or consent of Sublessor, Sublessee first shall be required to obtain the approval or consent of Landlord; Sublessor and then, if Sublessor under similar circumstances would be required under the terms of the Master Lease, to obtain the like approval or (ii) the satisfaction, judgment, opinion or discretion consent of Landlord, Sublessor shall mean that any forward to Landlord such requests as Sublessee may submit for approval or consent, or any such satisfaction, judgment, opinion or discretion (as the case may be), shall be subject to the sole and absolute discretion of consent from Landlord. In additionthe case of a time sensitive matter, no provision of Sublessee may submit the request for approval or consent simultaneously to Landlord and Sublessor. Whenever, pursuant to this Lease which may require or permit Landlord to state reasons for denial of any submission or request shall be construed as a specific statement that any matter is subject to the reasonable approvalSublease, consent, satisfaction, judgment, opinion or discretion of Landlord. 24.24.2. With respect to those terms or provisions of this Lease in which Landlord is obligated to use its reasonable discretion, judgment Sublessor’s consent or approval, if Landlord unreasonably or arbitrarily withholds its consent, approval the review or acknowledgment of satisfaction or judgment in respect consideration by Sublessor of any such matter, is permitted, solicited or required prior to or in connection with any activity planned or undertaken on behalf of Sublessee, Sublessee shall reimburse Sublessor for all commercially reasonable expenses (including, without limitation, any payments required to be made to Landlord shall have no liability under the Master Lease and the reasonable fees and disbursements of attorneys and other professional consultants), incurred by Sublessor in connection with such withholding consideration, review, consent or delay except that: approval. Such reimbursement shall be made by Sublessee within twenty (i20) Landlord days after receipt of written demand. Expenses incurred by Sublessor shall not be deemed to have granted such consent or approval if a court or other body of competent jurisdiction finally determines (i.e., a final, non-appealable order) that Landlord withheld same unreasonably; and (ii) if such court or other body determines in such final order that Landlord acted in bad faith in withholding such consent, the foregoing exculpatory language contained in this subsection shall not apply. 24.24.3. With respect to include any contractor, supplier, service provider or other third person or party who is subject to the prior approval of Landlord, such approval shall not be intended (nor shall it be deemed) to constitute any representations, warranty, assurance, affirmation or other statement on the part of Landlord regarding the quality, efficiency, honesty, integrity, ability or other characteristic or aspect of any such person or party, it being understood and agreed that Tenant shall be solely responsible for its own due diligence regarding such matters and that Landlord shall in all events be entitled to assume that Tenant shall have first undertaken such due diligence appropriate to the circumstances before Tenant presents any such person or party expenses payable by Sublessor to Landlord for Landlord's approvalunder the Master Lease.

Consent or Approval of Landlord. 24.24.1(a) Subject to the provisions of paragraphs b. and c. of this Article, whenever the consent or approval of Landlord is referred to or is a condition precedent to the taking of any action by the Tenant, such consent or approval shall not be unreasonably withheld or delayed, and the failure of Landlord to notify the Tenant that it does not give its consent or approval within thirty (30) days after receipt of any request by the Tenant shall be deemed to constitute such consent or approval. Whenever the Tenant is required under this Lease to do anything to meet the satisfaction or judgment of Landlord, the reasonable satisfaction or judgment of Landlord shall be deemed sufficient. (b) The foregoing provisions of this Article shall not apply in any instance where the provisions of this Lease expressly state that the provisions of this Article do not apply or where the provisions of this Lease expressly state that such consent, approval or satisfaction are subject to the sole or absolute discretion or judgment of Landlord, and in each such instance Landlord's approval or consent may be unreasonably withheld or unreasonable satisfaction or judgment may be exercised by Landlord, as applicable because, as the Tenant hereby acknowledges that acknowledges, Landlord has a and Landlord's Affiliates have very substantial interest interests in maintaining the image, reputation, aesthetic appearance, and quality of, and harmony 104 among, the Premises and the properties owned by Landlord or by Landlord's Affiliates. Accordinglythem which include and surround the area of the Land, except where otherwise expressly stated and that, accordingly, the use, development, maintenance and operation of the Land, the Buildings, the Furnishings and the Convention Hotel, must be, in this Lease to the contrarycertain instances, each and every term or provision of this Lease which requires or which refers to (as the case may be): (i) the approval or consent of Landlord; or (ii) the satisfaction, judgment, opinion or discretion of Landlord, shall mean that any such approval or consent, or any such satisfaction, judgment, opinion or discretion (as the case may be), shall be subject to the approval of Landlord in its sole and absolute discretion discretion. (c) Notwithstanding the provisions of Landlord. In addition, no provision Paragraph (b) of this Lease which may require or permit Landlord to state reasons for denial of any submission or request shall be construed as a specific statement that any matter is subject to the reasonable approval, consent, satisfaction, judgment, opinion or discretion of Landlord. 24.24.2. With respect to those terms or provisions of this Lease in which Landlord is obligated to use its reasonable discretion, judgment or approvalArticle, if Landlord unreasonably or arbitrarily withholds its consent, approval or acknowledgment of satisfaction or judgment in respect of any such matter, Landlord shall have no liability in connection with such withholding or delay except that: that if same is in respect of matters governed by paragraph (a) of this Article, (i) Landlord shall be deemed to have granted such consent or approval if a court or other body of competent jurisdiction finally determines (i.e., a final, non-appealable order) that Landlord withheld same unreasonably; , and (ii) if such court or other body determines in such final order that Landlord acted in bad faith in withholding such consent, the foregoing exculpatory language contained in this subsection paragraph (c) shall not apply. 24.24.3. With respect to any contractor, supplier, service provider or other third person or party who is subject to the prior approval of Landlord, such approval shall not be intended (nor shall it be deemed) to constitute any representations, warranty, assurance, affirmation or other statement on the part of Landlord regarding the quality, efficiency, honesty, integrity, ability or other characteristic or aspect of any such person or party, it being understood and agreed that Tenant shall be solely responsible for its own due diligence regarding such matters and that Landlord shall in all events be entitled to assume that Tenant shall have first undertaken such due diligence appropriate to the circumstances before Tenant presents any such person or party to Landlord for Landlord's approval.