Standard for Consent Sample Clauses
The "Standard for Consent" clause defines the criteria or level of approval required when one party must obtain the other party's consent under the agreement. Typically, this clause specifies whether consent must be given in writing, if it can be unreasonably withheld, or if it must not be unreasonably delayed. For example, it may state that a party cannot refuse consent without a valid reason, ensuring fairness in decision-making. The core function of this clause is to set clear expectations and prevent arbitrary or capricious refusals, thereby promoting cooperation and reducing disputes over consent-related matters.
Standard for Consent. Tenant agrees that Landlord may refuse its consent to the proposed transfer on any reasonable grounds, and (by way of example and without limitation) Tenant agrees that it shall be reasonable for Landlord to withhold its consent if any of the following situations exist or may exist: (a) the use to which the Premises will be put by the proposed transferee is different than the use set forth in Section 1.14; (b) the proposed transferee's financial condition is inadequate to support all of the financial and other obligations of Tenant under this Lease; (c) the business reputation or character of the proposed transferee is not reasonably acceptable to Landlord; (d) the proposed transferee is not likely to conduct on the Premises a business of a quality substantially equal to that conducted by Tenant; (e) the nature of the proposed transferee's proposed or likely use of the Premises would impose an increased burden on the Common Area, or involve any increased risk of the presence, use, release or discharge of Hazardous Materials, as defined in Section 27.29; (f) Landlord has not received assurances acceptable to Landlord in its sole discretion that all past due amounts owing from Tenant to Landlord, if any, will be paid and all other defaults on the part of Tenant, if any, will be cured prior to the effective date of the proposed Assignment; (g) in Landlord's reasonable business judgment the annual Percentage Rental Landlord anticipates receiving from the proposed transferee is less than the average annual Percentage Rental Landlord has received from Tenant during the two (2) years immediately prior to the proposed Assignment; and (h) in Landlord's reasonable business judgment the Assignment would breach any covenant of Landlord respecting radius, location, use or exclusivity relating to the Shopping Center, or, in Landlord's sole discretion, conflict with, be incompatible with or have an adverse impact on the tenant mix of the Shopping Center. Any purported Assignment without Landlord's prior written consent shall be void and of no force or effect and shall not confer any estate or benefit on anyone. Further, any such purported Assignment shall constitute an event of default by Tenant which shall not be susceptible to cure or rectification pursuant to Section 19.4 hereof. A consent to one (1) Assignment by Landlord shall not be deemed to be a consent to any subsequent Assignment to any other party.
Standard for Consent. Landlord shall, within fifteen (15) days of receipt of such Notice and all information requested by Landlord concerning the proposed assignee or sublessee, elect to take one of the following actions:
(a) consent to such proposed assignment or sublease;
(b) refuse to consent to such proposed assignment or sublease, which refusal shall be on reasonable grounds specified in written Notice of Landlord's refusal; or
(c) if Tenant proposes to sublease all or part of the Premises for the entire remaining Term, Landlord may, at its option exercised by fifteen (15) days Notice to Tenant, elect to recapture such portion of the Premises as Tenant proposes to sublease and unless Tenant provides Notice to Landlord in writing of its election to withdraw its sublease proposal within fifteen (15) days of Landlord's Notice to recapture as of the (30th) day after Landlord so notifies Tenant of its election to recapture, this Lease shall terminate as to the portion of the Premises recaptured and the Monthly Rent payable under this Lease shall be reduced in the same proportion that the floor area of that portion of the Premises so recaptured bears to the floor area of the Premises prior to such recapture. Tenant agrees, by way of example and without limitation, that it shall not be unreasonable for Landlord to withhold its consent to a proposed assignment or subletting if any of the following situations exist or may exist:
(i) Landlord determines that the proposed assignee's or sublessee's use of the Premises conflicts with Article V or Article VI, presents an unacceptable risk, as determined by Landlord, under Article VI (and Landlord may require such assignee or sublessee to complete the Environmental Questionnaire in the manner described in Section 6.5 prior to making such determination), or conflicts with any other provision under this Lease;
(ii) Landlord determines that the proposed assignee or sublessee is not as financially responsible as Tenant as of the date of Tenant's request for consent or as of the effective date of such assignment or subletting;
Standard for Consent. Whenever this lease provides that a party shall not unreasonably withhold its consent or approval, such phrase shall be deemed to mean that such consent or approval will not be unreasonably withheld, conditioned or delayed. Whenever this lease is silent as to the standard of consent or approval, such consent or approval shall be in the sole discretion of the party granting such consent or approval.
Standard for Consent. Notwithstanding anything to the contrary contained herein, the Lenders agree that if the Loan Documents impose a standard of determination (such as “reasonableness”) on Administrative Agent or Lender thereunder with respect to a proposed action or decision which would be subject to Requisite Lender or unanimous Lender consent hereunder, then each Lender shall apply and will be held to the same standard with respect to the proposed action or decision, accordingly, for the sake of clarity, if Administrative Agent or Lenders are required to be reasonable with respect to approving or consenting to a given action or item under the Loan Agreement or the other Loan Documents which also requires Requisite Lender or unanimous Lender consent hereunder, then each Lender shall also be reasonable in providing its consent or approval of such action or item.
Standard for Consent. Except as otherwise provided herein, Licensor shall not be obligated to exercise any standard of reasonableness in determining whether to grant any consent or approval allowed or permitted in this Agreement.
Standard for Consent. Tenant agrees that Landlord may refuse its consent to a proposed Assignment in its sole and absolute discretion until completion of the Project Improvements. After completion of the Project Improvements, Landlord shall not unreasonably withhold its consent to any proposed Assignment so long as the proposed transferee is financially qualified and has sufficient experience to perform the agreements, undertakings and covenants of this Lease.
Standard for Consent. Tenant agrees that Landlord may refuse its consent to the proposed transfer on any reasonable grounds, and (by way of example and without limitation) Tenant agrees that it shall be reasonable for Landlord to withhold its consent if any of the following situations exist or may exist: (a) the proposed Assignee proposes to change the use of the Premises from the permitted use pursuant to Section 9.1, and the new proposed use of the Premises (i) is a non-retail use; or (ii) is a use which would breach any exclusive use rights granted in writing to another tenant in the Project or would breach any Agreements (as hereinafter defined) affecting the Project; or (iii) is a use which would duplicate the primary use of any other tenant or occupant occupying Floor Area substantially equal to or in excess of the Floor Area of the Premises (unless the proposed change is (1) to a use for which it is customary for multiple stores selling the same type of merchandise to be located within the same shopping center, and (2) such change, if permitted, would not cause an excessive concentration of such use in the Project), or (iv) in Landlord's reasonable opinion, is inconsistent with the tenant mix in the Project at the time of the request for Landlord's consent (excepting the use specified in Section 1.13 above); (b) the proposed transferee's financial condition, net worth or liquidity is less than the financial condition, net worth or liquidity of Tenant as of the Effective Date or the date of the request for transfer, whichever is greater, or is inadequate to support all of the financial and other obligations of Tenant under this Lease; (c) the business reputation or character of the proposed transferee is not reasonably acceptable to Landlord; or (d) the proposed transferee is not likely to conduct on the Premises a business of a quality substantially equal to that conducted by Tenant.
Standard for Consent. Whenever the determination, consent or approval of either Member is permitted or required herein, except in instances where this Agreement provides that such determination, consent or approval may be made or withheld in the “discretion” of such Member, such determination, consent or approval shall not be unreasonably made, withheld or delayed. Whenever the determination, consent or approval of either Member is permitted or required herein and this Agreement provides that such determination, consent or approval may be made or withheld in such Member’s “discretion,” such determination, consent or approval may be made or withheld in the sole and absolute discretion of such Member. 49
Standard for Consent. (a) Tenant agrees that Landlord may refuse its consent to the proposed Transfer on any reasonable grounds, and (by way of example and without limitation) Tenant agrees that it shall be reasonable for Landlord to withhold its consent if any of the following situations exist or may exist: (i) the proposed transferee proposes to change the use of the Premises from the permitted use pursuant to Section 10.1; (ii) the proposed transferee’s financial condition is inadequate to support all of the financial and other obligations of Tenant under this Lease; (iii) the business reputation or character of the proposed transferee is not reasonably acceptable to Landlord; (iv) the proposed transferee is not likely to conduct on the Premises a business of a quality substantially equal to that conducted by Tenant; or (v) the nature of the proposed transferee’s proposed or likely use of the Premises would impose an increased burden on the Common Area, or involve any unreasonable risk of the presence, use, release or discharge of Hazardous Materials, as defined in Section 22.3.
(b) Any purported Transfer without Landlord’s prior written consent shall be void and of no force or effect and shall not confer any estate or benefit on anyone. A consent to one (1) Transfer by Landlord shall not be deemed to be a consent to any subsequent Transfer to any other party.
Standard for Consent. Landlord shall retain sole discretion to grant or deny its consent under this Article 13. Additionally, (I) any consent to a sublease shall be conditioned upon receipt by Landlord of fifty percent (50%) of the difference, if any, between the monthly rent paid by the sublessee and the monthly Base Rent due the Landlord under this Lease (ii) any consent to an assignment shall be conditioned upon receipt by Landlord of any premium fee or other charge paid by the proposed assignee to the Tenant; and (iii) Landlord may withhold its consent to any proposed assignment or sublease that provides for rent based in whole or in part on the income or profits derived from the Premises (except for percentage rent based on gross (not net) receipts or sales), or would cause Landlord to be deemed to have received unrelated business income or subject Landlord to unrelated business income tax pursuant to the Code, as determined by Landlord in its sole discretion.