Withholding Consent. Without limiting other situations in which it may be reasonable for Landlord to withhold its consent to any proposed assignment or sublease, Landlord and Tenant agree that it shall be reasonable for Landlord to withhold its consent in any one (1) or more of the following situations: (1) in Landlord’s reasonable judgment, the proposed subtenant or assignee or the proposed use of the Premises would detract from the status of the Building as a first-class office building, generate vehicle or foot traffic, parking or occupancy density materially in excess of the amount customary for the Building or the Project or result in a materially greater use of the elevator, janitorial, security or other Building services (e.g., HVAC, trash disposal and sanitary sewer flows) than is customary for the Project; (2) in Landlord’s reasonable judgment, the creditworthiness of the proposed subtenant or assignee does not meet the credit standards applied by Xxxxxxxx in considering other tenants for the lease of space in the Project on comparable terms, or Tenant has failed to provide Landlord with reasonable proof of the creditworthiness of the proposed subtenant or assignee; (3) in Landlord’s reasonable judgment, the business history, experience or reputation in the community of the proposed subtenant or assignee does not meet the standards applied by Landlord in considering other tenants for occupancy in the Project; (4) the proposed assignee or subtenant is a governmental entity, agency or department or the United States Post Office; or (5) the proposed subtenant or assignee is a then existing or prospective tenant of the Project. If Landlord fails to elect any of the alternatives within the thirty (30) day period referenced in Section 14.3, it shall be deemed that Landlord has refused its consent to the proposed assignment or sublease.
Withholding Consent. Without limiting the grounds for withholding ------------------- consent which may be reasonable, it shall be reasonable for Landlord to withhold consent if the proposed assignee or subtenant is a tenant in default of such tenant's lease (or the termination by such assignee or subtenant of such lease to sublease from Tenant will be a default under same) in a building in the Phoenix metropolitan area owned by Landlord or by an affiliate of Landlord or any of Landlord's constituent partners or principals; or if the proposed assignee or subtenant is a governmental or quasi-governmental entity, agency, department or any subdivision thereof not already a tenant of Landlord or its affiliates; or if the use by the proposed assignee or subtenant would violate the terms of this Lease, or any restrictive use covenant or exclusive rights granted by Landlord at the Project; or if the nature of the proposed assignee or subtenant or its business would not be consistent with the operation of a comparable, high quality building; or if the proposed assignee or subtenant does not intend to occupy the Premises for its own use, or if the proposed assignee or subtenant is an existing or prospective tenant of the Project with whom Landlord or its broker are then negotiating leasing space.
Withholding Consent. Landlord shall be deemed to have reasonably withheld its consent to any proposed transfer unless all of the following conditions have been established to Landlord's reasonable satisfaction:
a. The proposed transferee has sufficient financial ability to discharge its obligations under this Lease and the proposed agreement of transfer as determined by Landlord's criteria for selecting Building tenants.
b. The proposed transfer shall not, in Landlord's reasonable judgment, cause physical harm to the Building or harm to the reputation of the Building that would result in an impairment of Landlord's ability to lease space in the Building or a diminution in the rental value of space in the Building.
c. The proposed use of the Premises by the proposed transferee will be a use permitted under this Lease and not prohibited by the Rules and Regulations, and will not violate any restrictive covenants or exclusive use provisions applicable to Landlord.
d. The proposed transferee has substantial experience in the type of business it plans to conduct at the Premises.
e. The proposed transferee shall not be any person or entity who shall at that time be a tenant, subtenant, or other occupant of any part of the Building, or who dealt with Landlord or Landlord's agent (directly or through a broker) as to space in the Building during the six (6) months immediately preceding Tenant's request for Landlord's consent.
f. The proposed use of the Premises by the proposed transferee will not require Landlord to incur costs in connection with material alterations or additions to the Premises or the Building to comply with applicable law or governmental requirements and will not negatively affect insurance requirements or involve the introduction of materials to the Premises that are not in compliance with the Environmental Laws.
g. Any mortgagee of the Building will consent to the proposed transfer if such consent is required under the relevant mortgage documents.
h. Except as approved by Landlord, the proposed use of the Premises will not materially increase the operating costs for the Building or the burden on the Building services, or generate additional foot traffic, elevator usage, parking areas usage, or security concerns in the Building, or create an increased possibility that the comfort or safety, or both, of Landlord and the other occupants of the Building will be compromised or reduced.
i. The proposed transfer shall not be, and shall not be affiliated with, anyone with ...
Withholding Consent. (a) The Lessor may refuse to grant its consent to a novation of a Bus Lease to a TfNSW Lessor or Successor Operator if and only if:
(i) the novation would cause the Lessor to contravene any applicable laws or the requirements of any relevant regulatory agency; or
(ii) if the proposed novation is to a Successor Operator:
(A) the Successor Operator is not a member of the Panel; or
(B) the Lessor has not had a reasonable opportunity to formulate and notify any risk exposure limits for the Successor Operator to TfNSW since being given notice that that Successor Operator was a member of the Panel.
(b) If the Lessor fails or refuses to provide TfNSW with the notice contemplated in Clause 5.3 within the period prescribed in Clause 5.3, the Lessor will be deemed to have irrevocably consented to the novation of the Bus Lease from the Operator to the TfNSW Lessor or Successor Operator.
Withholding Consent. Notwithstanding Section 13.2:
(a) This Agreement shall not be amended without the Consent of each Partner adversely affected if such amendment would (i) convert a Limited Partner’s interest in the Partnership into a General Partner interest, (ii) modify the limited liability of a Limited Partner in a manner adverse to such Limited Partner, (iii) alter rights of the Partner (other than as a result of the issuance of Partnership Interests) to receive distributions pursuant to Article 5 or Exhibit I or the allocations specified in Article 6 (except as permitted pursuant to Section 4.2 and Sections 5.4 and 5.5), (iv) alter or modify the provisions of Exhibit I in a manner adverse to such Partner; or (v) amend this Section 13.3, and
(b) The Partnership may not enter into any merger or consolidation or convert into any other form of business entity without the consent of each Partner affected thereby.
Withholding Consent. The Lessor may withhold its consent on any of the following bases: If the liquidity and/or net worth and/or profitability of the proposed assignee or sublessee is materially less than that of the Lessee; if the proposed use by the assignee or sublessee would, in the Lessor's reasonable judgment, have an adverse effect on the Park; if the proposed assignee's or sublessee's history as a tenant is, in the reasonable judgment of the Lessor, unsatisfactory; if any other reason exists which the Lessor, in its reasonable judgment, deems to be sufficient. Consent otherwise shall not be unreasonably withheld or delayed.
Withholding Consent. Under Section 17.2(i), Landlord may withhold its consent to the proposed transfer on any reasonable ground. Such reasonable grounds shall include, without limitation, any one or more of the following:
(i) That the prospective transferee's financial condition is or may become insufficient to support all of the financial and other obligations of this Lease;
(ii) That the use to which the Premises will be put by the prospective transferee is inconsistent with the terms of this Lease or other existing leases or is otherwise not suitable for a first class office building;
(iii) That the nature of the prospective transferee's proposed or likely use of the Premises would involve any increased risk of the use, release or mishandling of hazardous materials;
(iv) That the prospective transferee is not likely to conduct on the Property a business of a quality substantially equal to that conducted by other typical businesses operating within the Scientific Research Zoning Ordinance;
(v) That 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 effectiveness of the proposed transfer. If Landlord withholds its consent to the proposed transfer pursuant to Section 17.2(i), and if Tenant shall so request in writing, Landlord shall provide to Tenant a statement of the basis on which Landlord denied its consent within a reasonable time after the receipt of Tenant's notice. Tenant acknowledges and agrees that each of the rights of Landlord in the event of proposed transfer set forth in this Article is a reasonable restriction on transfer for purposes of California Civil Code Section 1951.4.
Withholding Consent. Without limiting any of the obligations of the Franchisee in clause 16.3, and without limiting the Company's right to withhold its consent, it will be reasonable for the Company to withhold its consent where:
(a) the proposed transferee is unlikely to be able to meet the financial obligations that the proposed transferee would have under the Franchise Agreement;
(b) the proposed transferee does not meet any reasonable requirements of the Company under this Agreement for the transfer or assignment;
(c) the proposed transferee has not met the selection criteria of the Company or does not hold the requisite qualifications or experience to operate the Business; or
(d) the Franchisee has breached the Franchise Agreement and has not remedied the breach.
Withholding Consent. Notwithstanding anything to the contrary contained in this Lease, if any provision of this Lease expressly or impliedly obligates Landlord not to unreasonably withhold its consent or approval, an action for declaratory judgment or specific performance will be Tenant’s sole right and remedy in any dispute as to whether Landlord has breached such obligation.
Withholding Consent. Without prejudice to any other reasons stated by the Landlord, the Landlord will be deemed to be acting reasonably in withholding consent or approval if:-
7.7.1. the Landlord reasonably considers that the interests of good estate management so require; or
7.7.2. the consent or approval of any head-landlord or any interposed landlord or any heritable creditor is not given.
