Common use of Request for Consent Clause in Contracts

Request for Consent. If a Sub-sublease is proposed for which the City consent is required, RIDA shall notify the City in writing, which notice (the “Sub-sublease Notice”) shall include (i) the proposed effective date of the Sub-sublease, which shall not be less than sixty (60) days and not more than one hundred eighty (180) days after the date of delivery of the Sub- sublease Notice, (ii) a narrative description, with supporting documents, of the proposed Sub- sublease, including without limitation, the name of the proposed Sub-subtenant, the term of the Sub- sublease, the proposed use of the Site and/or the Improvements, as applicable, the experience of the proposed Sub-subtenant, the organizational structure of the proposed Sub-subtenant, and any additional information that the City may reasonably require to evaluate the Sub-sublease based on the factors set forth in Section 10.1(d), (iii) with respect to any Sub-sublease that has a maximum total term of more than five (5) years, a copy of the proposed sub-sublease agreement, (iv) a statement of any current litigation or any litigation which was resolved within the prior five (5) years affecting the proposed Sub-subtenant and (v) such other information as the City may reasonably require. Not later than thirty (30) days after receipt of a Sub-sublease Notice, the City shall notify RIDA (a) that the City has all information that it requires to evaluate the proposed Sub-sublease or (b) of any additional information that the City reasonably requires to evaluate the proposed Sub-sublease, as applicable. The City shall notify RIDA that it consents or does not consent to the proposed Sub-sublease (including, if applicable, a reasonably detailed explanation for the City withholding its consent) not later than sixty (60) days after the City has received all information that the City reasonably requested to evaluate the proposed Sub-sublease. Any Sub-sublease made without the City’s prior written consent shall, at the City’s option, be null, void and of no effect undone at RIDA’s sole cost and expense and shall not be binding on the City. RIDA shall pay to the City a commercially reasonable fee set by the City in connection with the City reviewing and approving each Sub- sublease for which the City’s consent is required pursuant to the Reimbursement Procedure, regardless of whether the Sub-sublease is consummated or the City’s consent thereto is granted. Any Sub-sublease shall be subject to the terms and provisions of this Sublease. The burden of producing evidence and the burden of proof showing the City that a prospective Sub-subtenant meets each and all of the aforesaid qualifications and standards and that the City breached, or did not act reasonably under, this Section 10.1, shall be on RIDA.

Request for Consent. If a Sub-sublease Transfer is proposed for which the City Landlord consent is required, RIDA Tenant shall notify the City Landlord in writing, which notice (the “Sub-sublease "Transfer Notice”") shall include (i) the proposed effective date of the Sub-subleaseTransfer, which shall not be less than sixty ninety (6090) days and not more than one hundred eighty (180) days after the date of delivery of the Sub- sublease Transfer Notice, (ii) a narrative description, with supporting documents, of the proposed Sub- subleaseTransfer, including without limitation, the name of the proposed Sub-subtenant, the term of the Sub- subleaseTransferee, the proposed use of the Site and/or Premises and the Improvements, as applicableImprovements following the proposed Transfer, the experience of the proposed Sub-subtenantTransferee, the organizational structure of the proposed Sub-subtenantTransferee that depicts all Persons that hold twenty percent (20%) or more of direct and indirect interest in such Transferee, and any additional information that the City Landlord may reasonably require to evaluate the Sub-sublease Transfer based on the factors set forth in Section 10.1(d)11.5.3, (iii) all of the material terms of the proposed Transfer, including without limitation, any proposed encumbrances, (iv) with respect to an Assignment, the name and address of the proposed assignee or, with respect to a Change of Control of Tenant, the name and address of the Person(s) acquiring an interest resulting in a Change of Control of Tenant (each such assignee, or Person acquiring an interest resulting in a Change of Control of Tenant, a "Transferee"), (v) with respect to a Change of Control of Tenant, a complete description of the direct and indirect ownership and Control of Tenant immediately before and immediately after the Transfer in writing and depicted in an organizational chart (but in no event will Tenant be required to disclose the identity of any Sub-sublease Person that has holds less than a maximum total term of more than five 20% direct or indirect underlying interest in Tenant), (5vi) years, a copy of all existing and/or proposed documentation pertaining to the proposed sub-sublease agreementTransfer, including all existing and proposed operative documents to be executed to evidence such Transfer and the agreements incidental or related to such Transfer, which shall at a minimum include, organizational documents, (ivvii) a statement of any current litigation or any litigation which was resolved within the prior five (5) years affecting the proposed Sub-subtenant Transferee, (viii) in the case of an Assignment only, financial statements of the proposed Transferee as of the end of the most recent calendar quarter that ended at least one hundred fifty (150) days before the date of submission that are certified by a reputable, certified public accountant or certified on behalf of the proposed Transferee as being prepared in accordance with generally accepted accounting principles by a Person that is authorized to execute such financial statements on behalf of the proposed Transferee, as applicable (which shall be audited if that is the customary practice of the Transferee), and (vix) such other information as the City Landlord may reasonably require. Not later than thirty (30) days after receipt of a Sub-sublease Notice, the City shall notify RIDA (a) that the City has all information that it requires to evaluate the proposed Sub-sublease or (b) of any additional information that the City reasonably requires to evaluate the proposed Sub-sublease, as applicable. The City shall notify RIDA that it consents or does not consent to the proposed Sub-sublease (including, if applicable, a reasonably detailed explanation for the City withholding its consent) not later than sixty (60) days after the City has received all information that the City reasonably requested to evaluate the proposed Sub-sublease. Any Sub-sublease Assignment made without the City’s Xxxxxxxx's prior written consent shall, at the City’s Landlord's option, be null, void and of no effect effect, undone at RIDATenant’s sole cost and expense and shall not be binding on the CityLandlord. RIDA Tenant shall pay to the City a commercially reasonable Landlord Landlord's standard applicable fee set by the City BPC Policy No. 106, or its equivalent, in connection with the City Landlord reviewing and approving each Sub- sublease Transfer for which the City’s Landlord consent is required pursuant to the Reimbursement Procedure, regardless of whether the Sub-sublease Transfer is consummated or the City’s Xxxxxxxx's consent thereto is granted. Any Sub-sublease Transfer shall be subject to the terms and provisions of this SubleaseLease. The burden of producing evidence and the burden of proof showing the City Landlord that a prospective Sub-subtenant Transferee meets each and all of the aforesaid qualifications and standards and that the City Landlord breached, or did not act reasonably underor in good faith, under this Section 10.1, 11.5 shall be on RIDAthe Tenant.

Request for Consent. If a Sub-sublease Sublease is proposed for which the City Landlord consent is required, RIDA Tenant shall notify the City Landlord in writing, which notice (the “Sub-sublease "Sublease Notice”") shall include (i) the proposed effective date of the Sub-subleaseSublease, which shall not be less than sixty (60) days and not more than one hundred eighty (180) days after the date of delivery of the Sub- sublease Sublease Notice, (ii) a narrative description, with supporting documents, of the proposed Sub- subleaseSublease, including without limitation, the name of the proposed Sub-subtenantSubtenant, the term of the Sub- subleaseSublease, the proposed use of the Site Premises and/or the Improvements, as applicable, the experience of the proposed Sub-subtenantSubtenant, the organizational structure of the proposed Sub-subtenantSubtenant, and any additional information that the City Landlord may reasonably require to evaluate the Sub-sublease Sublease based on the factors set forth in Section 10.1(d)11.1.3, (iii) with respect to any Sub-sublease Sublease that has a maximum total term of more than five (5) years, a copy of the proposed sub-sublease agreement, (ivvi) a statement of any current litigation or any litigation which was resolved within the prior five (5) years affecting the proposed Sub-subtenant Subtenant and (vvii) such other information as the City Landlord may reasonably require. Not later than thirty (30) days after receipt of a Sub-sublease Sublease Notice, the City Landlord shall notify RIDA Tenant (a) that the City Landlord has all information that it requires to evaluate the proposed Sub-sublease Sublease or (b) of any additional information that the City Landlord reasonably requires to evaluate the proposed Sub-subleaseSublease, as applicable. The City Landlord shall notify RIDA Tenant that it consents or does not consent to the proposed Sub-sublease Sublease (including, if applicable, a reasonably detailed explanation for the City Landlord withholding its consent) not later than sixty (60) days after the City Xxxxxxxx has received all information that the City Landlord reasonably requested to evaluate the proposed Sub-subleaseSublease. Any Sub-sublease Sublease made without the City’s Xxxxxxxx's prior written consent shall, at the City’s Landlord's option, be null, void and of no effect undone at RIDATenant’s sole cost and expense and shall not be binding on the CityLandlord. RIDA Tenant shall pay to the City a commercially reasonable Landlord Landlord's standard applicable fee set by the City BPC in connection with the City Landlord reviewing and approving each Sub- sublease Sublease for which the CityLandlord’s consent is required pursuant to the Reimbursement Procedure, regardless of whether the Sub-sublease Sublease is consummated or the City’s Xxxxxxxx's consent thereto is granted. Any Sub-sublease Sublease shall be subject to the terms and provisions of this SubleaseLease. The burden of producing evidence and the burden of proof showing the City Landlord that a prospective Sub-subtenant Subtenant meets each and all of the aforesaid qualifications and standards and that the City Landlord breached, or did not act reasonably under, this Section 10.111.1, shall be on RIDAthe Tenant.

Request for Consent. If a Sub-sublease Transfer is proposed for which the City consent is requiredproposed, RIDA Tenant shall notify the City Landlord in writing, which notice (the “Sub-sublease "Transfer Notice”") shall include (i) the proposed effective date of the Sub-subleaseTransfer, which shall not be less than sixty (60) days and not nor more than one hundred eighty (180) days after the date of delivery of the Sub- sublease Transfer Notice (provided that if Tenant has not received Landlord's consent or denial of the proposed Transfer within 150 days from receipt of the Transfer Notice, the period shall automatically be extended for thirty (30) days beyond the date on which any consent to the Transfer is provided by Landlord), (ii) with respect to a narrative descriptionSublease, with supporting documents, of the proposed Sub- sublease, including without limitation, the name of the proposed Sub-subtenant, a completed Sublease Questionnaire form District Form 317 or 320 depending on the term of the Sub- subleaseSublease, the proposed use current forms of which are available upon request including, among other information, a description of the Site and/or the Improvements, as applicable, the experience portion of the Premises which is proposed Sub-subtenant, the organizational structure of the proposed Sub-subtenant, and any additional information that the City may reasonably require to evaluate the Sub-sublease based on the factors set forth in Section 10.1(d)be Subleased, (iii) (w) all of the terms of the proposed Transfer, (x) the name and address of the proposed transferee with respect to any Sub-sublease that has an Assignment or Sublease ("Transferee"), (y) if the Transfer is a maximum total term result of more than five a Change in Entity of Tenant, a complete description of the direct and indirect ownership and Control of Tenant just before and just after the Transfer and (5z) years, a copy of all existing and/or proposed documentation pertaining to the proposed sub-sublease agreementTransfer, including all existing operative documents to be executed to evidence such Transfer and the agreements incidental or related to such Transfer, in each case, as the same become available, (iv) a statement of any current litigation or any litigation which was resolved within the prior five (5) years affecting the proposed Sub-subtenant Transferee or persons or entities acquiring an interest resulting in a Change in Entity of Tenant or a Tenant Parent, (v) current financial statements of the proposed Transferee certified by a reputable, certified public accountant to the extent available (which shall be audited if that is the customary practice of the Transferee) and if not then available due to lack of operating history, of any proposed guarantor or parent of the Transferee, and (vvi) such other information as the City Landlord may reasonably require. Not later than thirty require and request within twenty (3020) days after receipt of a Sub-sublease Notice, the City shall notify RIDA (a) that notice of Transfer from Tenant or the City has all information that it requires to evaluate the proposed Sub-sublease or (b) of any additional information that the City reasonably requires to evaluate the proposed Sub-sublease, as applicable. The City shall notify RIDA that it consents or does not consent to the proposed Sub-sublease (including, if applicable, a reasonably detailed explanation for the City withholding its consent) not later than sixty (60) days after the City has received all information that the City reasonably requested to evaluate the proposed Sub-subleaseTransferee. Any Sub-sublease Transfer made without the City’s Landlord's prior written consent shall, at the City’s Landlord's option, be null, void and of no effect undone effect, and shall, at RIDA’s sole cost and expense and Landlord's option, constitute a default by Tenant under this Lease upon written notice thereof to Tenant. Whether or not Landlord shall not be binding on the City. RIDA grant consent, Tenant shall pay to the City a commercially Landlord's reasonable fee set legal fees (whether with in-house or outside counsel or both) and other fees and costs incurred by the City in connection with the City reviewing and approving each Sub- sublease for which the City’s consent is required Landlord pursuant to the Reimbursement Procedure, regardless of whether the Sub-sublease such transaction is consummated or the City’s consent thereto is grantedconsummated. Any Sub-sublease Transfer shall be subject to the terms and provisions of this SubleaseLease. Notwithstanding anything to the contrary in this Lease, if Xxxxxx claims that Landlord has unreasonably withheld or delayed its consent under this Article 11 or otherwise has breached or acted unreasonably under this Article 11, Xxxxxx's sole remedies shall be a declaratory judgment and an injunction for the relief sought without any monetary damages, and Tenant hereby waives the provisions of § 1995.310 of the California Civil Code, or any successor statute, and all other remedies. The burden of producing evidence and the burden of proof showing the City Landlord that a prospective Sub-subtenant Transferee meets each and all of the aforesaid qualifications and standards and that the City breached, or did not act reasonably under, this Section 10.1, shall be on RIDAthe Tenant.

Request for Consent. If a Sub-sublease Transfer is proposed for which the City Landlord consent is required, RIDA Tenant shall notify the City Landlord in writing, which notice (the “Sub-sublease Transfer Notice”) shall include (i) the proposed effective date of the Sub-subleaseTransfer, which shall not be less than sixty ninety (6090) days and not more than one hundred eighty (180) days after the date of delivery of the Sub- sublease Transfer Notice, (ii) a narrative description, with supporting documents, of the proposed Sub- subleaseTransfer, including without limitation, the name of the proposed Sub-subtenant, the term of the Sub- subleaseTransferee, the proposed use of the Site and/or Premises and the Improvements, as applicableImprovements following the proposed Transfer, the experience of the proposed Sub-subtenantTransferee, the organizational structure of the proposed Sub-subtenantTransferee that depicts all Persons that hold twenty percent (20%) or more of direct and indirect interes t in such Transferee, and any additional information that the City Landlord may reasonably require to evaluate the Sub-sublease Transfer based on the factors set forth in Section 10.1(d)11.5.3, (iii) all of the material terms of the proposed Transfer, including without limitation, any proposed encumbrances, (iv) with respect to an Assignment, the name and address of the proposed assignee or, with respect to a Change of Control of Tenant, the name and address of the Person(s) acquiring an interest resulting in a Change of Control of Tenant (each such assignee, or Person acquiring an interest resulting in a Change of Control of Tenant, a “Transferee”), (v) with respect to a Change of Control of Tenant, a complete description of the direct and indirect ownership and Control of Tenant immediately before and immediately after the Transfer in writing and depicted in an organizational chart (but in no event will Tenant be required to disclose the identity of any Sub-sublease Person that has holds less than a maximum total term of more than five 20% direct or indirect underlying interest in Tenant), (5vi) years, a copy of all existing and/or proposed documentation pertaining to the proposed sub-sublease agreementTransfer, including all existing and proposed operative documents to be executed to evidence such Transfer and the agreements incidental or related to such Transfer, which shall at a minimum include, organizational documents, (ivvii) a statement of any current litigation or any litigation which was resolved within the prior five (5) years affecting the proposed Sub-subtenant Transferee, (viii) in the case of an Assignment only, financial statements of the proposed Transferee as of the end of the most recent calendar quarter that ended at least one hundred fifty (150) days before the date of submission that are certified by a reputable, certified public accountant or certified on behalf of the proposed Transferee as being prepared in accordance with generally accepted accounting principles by a Person that is authorized to execute such financial statements on behalf of the proposed Transferee, as applicable (which shall be audited if that is the customary practice of the Transferee), and (vix) such other information as the City Landlord may reasonably require. Not later than thirty (30) days after receipt of a Sub-sublease Notice, the City shall notify RIDA (a) that the City has all information that it requires to evaluate the proposed Sub-sublease or (b) of any additional information that the City reasonably requires to evaluate the proposed Sub-sublease, as applicable. The City shall notify RIDA that it consents or does not consent to the proposed Sub-sublease (including, if applicable, a reasonably detailed explanation for the City withholding its consent) not later than sixty (60) days after the City has received all information that the City reasonably requested to evaluate the proposed Sub-sublease. Any Sub-sublease Assignment made without the CityLandlord’s prior written consent shall, at the CityXxxxxxxx’s option, be null, void and of no effect effect, undone at RIDATenant’s sole cost and expense and shall not be binding on the CityLandlord. RIDA Tenant shall pay to the City a commercially reasonable Landlord Landlord’s standard applicable fee set by the City BPC Policy No. 106, or its equivalent, in connection with the City Landlord reviewing and approving each Sub- sublease Transfer for which the City’s Landlord consent is required pursuant purs uant to the Reimbursement Procedure, regardless of whether the Sub-sublease Transfer is consummated or the CityLandlord’s consent thereto is granted. Any Sub-sublease Transfer shall be subject to the terms and provisions of this SubleaseLease. The burden of producing evidence and the burden of proof showing the City Landlord that a prospective Sub-subtenant Transferee meets each and all of the aforesaid qualifications and standards and that the City Landlord breached, or did not act reasonably underor in good faith, under this Section 10.1, 11.5 shall be on RIDAthe Tenant.

Request for Consent. If In the event Tenant desires to effect a Sub-sublease is proposed for which the City consent is requiredTransfer, RIDA shall notify the City in writingthen, which notice at least thirty (the “Sub-sublease Notice”30) shall include (i) the proposed effective date of the Sub-sublease, which shall not be less than sixty (60) days and but not more than one hundred eighty twenty (180120) days after prior to the date of delivery of when Tenant desires the Sub- sublease Transfer to be effective (the “Transfer Date”), Tenant shall provide written notice to Landlord (the “Transfer Notice, ”) containing the following all in such detail as Landlord shall reasonably require: information (iiincluding references) a narrative description, with supporting documents, concerning the character of the proposed Sub- sublease, including without limitation, Transferee; the name Transfer Date; the most recent unconsolidated financial statements of Tenant and of the proposed Sub-subtenant, Transferee satisfying the term requirements of Section 25.15 below (“Required Financials”); evidence reasonably satisfactory to Landlord that the Sub- sublease, value of Landlord’s interest under this Lease shall not be diminished or reduced by the proposed use of Transfer (such evidence shall include evidence respecting the Site and/or the Improvements, as applicable, the relevant business experience and financial responsibility and status of the proposed Sub-subtenant, Transferee); any ownership or commercial relationship between Tenant and the organizational structure proposed Transferee; and the consideration and all other material terms and conditions of the proposed Sub-subtenantTransfer. So long as Tenant shall have complied with Section 13.2 above, and any additional information that the City may reasonably require subject to evaluate the Sub-sublease based on the factors Landlord’s rights set forth in Section 10.1(d)13.2, Landlord agrees that, subject to the provisions of this Article 13, Landlord shall not unreasonably withhold, condition or delay its consent to a Transfer on the same terms contained in the Recapture Notice. It shall be reasonable for Landlord to withhold its consent to a Transfer, inter alia, (iiia) if the proposed party to whom the Transfer is being made (the “Transferee”) will not use the Premises for the Permitted Uses; (b) if, in Landlord’s reasonable opinion, the Transferee (i) does not have a tangible net worth and other financial indicators sufficient to meet the Transferee’s obligations under the Transfer instrument in question (taking into account, in the case of a sublease, the continued liability of Tenant notwithstanding such Transfer); (ii) does not have a business reputation compatible with the operation of a first-class combination retail and office building or the tenant mix Landlord desires for the Building; (c) intends to use the space subject to the Transfer for a use that violates any exclusive or restrictive use provisions then in effect with respect to space in the Property; and/or (d) if Tenant or the Transferee does not or cannot deliver any Sub-sublease that has a maximum total term of more than five (5) yearsinformation required by this Section 13.3, a copy of including the proposed sub-sublease agreement, (iv) a statement of Required Financials. Landlord shall use reasonable efforts to respond to any current litigation or any litigation which was resolved Transfer Notice delivered by Tenant within the prior five (5) years affecting the proposed Sub-subtenant and (v) such other information as the City may reasonably require. Not later than thirty (30) days after Landxxxx’x receipt of a Sub-sublease Notice, the City shall notify RIDA (a) that the City has all information that it requires to evaluate the proposed Sub-sublease or (b) of any additional information that the City reasonably requires to evaluate the proposed Sub-sublease, as applicable. The City shall notify RIDA that it consents or does not consent to the proposed Sub-sublease (including, if applicable, a reasonably detailed explanation for the City withholding its consent) not later than sixty (60) days after the City has received all information that the City reasonably requested to evaluate the proposed Sub-sublease. Any Sub-sublease made without the City’s prior written consent shall, at the City’s option, be null, void and of no effect undone at RIDA’s sole cost and expense and shall not be binding on the City. RIDA shall pay to the City a commercially reasonable fee set by the City in connection with the City reviewing and approving each Sub- sublease for which the City’s consent is required pursuant to the Reimbursement Procedure, regardless of whether the Sub-sublease is consummated or the City’s consent thereto is granted. Any Sub-sublease shall be subject to the terms and provisions of this Sublease. The burden of producing evidence and the burden of proof showing the City that a prospective Sub-subtenant meets each and all of the aforesaid qualifications and standards and that the City breached, or did not act reasonably under, this Section 10.1, shall be on RIDAthereof.

Request for Consent. If a Sub-sublease Sublease is proposed for which the City Landlord consent is required, RIDA Tenant shall notify the City Landlord in writing, which notice (the “Sub-sublease Sublease Notice”) shall include (i) the proposed effective date of the Sub-subleaseSublease, which shall not be less than sixty (60) days and not more than one hundred eighty (180) days after the date of delivery of the Sub- sublease Sublease Notice, (ii) a narrative description, with supporting documents, of the proposed Sub- subleaseSublease, including without limitation, the name of the proposed Sub-subtenantSubtenant, the term of the Sub- subleaseSublease, the proposed use of the Site Premises and/or the Improvements, as applicable, the experience of the proposed Sub-subtenantSubtenant, the organizational organiz ational structure of the proposed Sub-subtenantSubtenant, and any additional information that the City Landlord may reasonably require to evaluate the Sub-sublease Sublease based on the factors set forth in Section 10.1(d)11.1.4, (iii) with respect to any Sub-sublease Sublease that has a maximum total term of more than five (5) years, a copy of the proposed sub-sublease agreement, (iv) a statement of any current litigation or any litigation which was resolved within the prior five (5) years affecting the proposed Sub-subtenant Subtenant and (v) such other information as the City Landlord may reasonably require. Not later than thirty (30) days after receipt of a Sub-sublease Sublease Notice, the City Landlord shall notify RIDA Tenant (a) that the City Landlord has all information that it requires to evaluate the proposed Sub-sublease Sublease or (b) of any additional information that the City Landlord reasonably requires to evaluate the proposed Sub-subleaseSublease, as applicable. The City Landlord shall notify RIDA Tenant that it consents or does not consent to the proposed Sub-sublease Sublease (including, if applicable, a reasonably detailed explanation for the City Landlord withholding its consent) not later than sixty (60) days after the City Xxxxxxxx has received all information that the City Landlord reasonably requested to evaluate the proposed Sub-subleaseSublease. Any Sub-sublease Sublease made without the CityXxxxxxxx’s prior written consent shall, at the CityLandlord’s option, be null, void and of no effect undone at RIDATenant’s sole cost and expense and shall not be binding on the CityLandlord. RIDA Tenant shall pay to the City a commercially reasonable Landlord Landlord’s standard applicable fee set by the City BPC in connection with the City Landlord reviewing and approving each Sub- sublease Sublease for which the CityXxxxxxxx’s consent is required pursuant to the Reimbursement Procedure, regardless of whether the Sub-sublease Sublease is consummated or the CityLandlord’s consent thereto is granted. Any Sub-sublease Sublease shall be subject to the terms and provisions of this SubleaseLease. The burden of producing evidence and the burden of proof showing the City Landlord that a prospective Sub-subtenant Subtenant meets each and all of the aforesaid qualifications and standards and that the City Landlord breached, or did not act reasonably under, this Section 10.111.1, shall be on RIDAthe Tenant.