Consent Not to be Unreasonably Withheld Sample Clauses
The 'Consent Not to be Unreasonably Withheld' clause requires that when one party's approval or consent is needed under an agreement, such consent cannot be refused arbitrarily or without valid reason. In practice, this means that if a party requests permission for an action—such as assigning a contract or making alterations—the other party must consider the request fairly and provide consent unless there is a legitimate, objective basis for denial. This clause ensures that contractual rights are not unduly restricted and prevents one party from exercising veto power in a capricious or obstructive manner.
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Consent Not to be Unreasonably Withheld.ĚýIf Landlord does not exercise its applicable option under Section 13.2, then Landlord will not unreasonably withhold or delay its consent to the proposed assignment or subletting if each of the following conditions is satisfied:
(a) the proposed transferee, in Landlord’s reasonable opinion, has sufficient financial capacity and business experience to perform Tenant’s obligations under this Lease;
(b) the proposed transferee will make use of the Premises which in Landlord’s reasonable opinion (i) is lawful, (ii) is consistent with the permitted Use of the Premises under this Lease, (iii) is consistent with the general character of business carried on by tenants of similar office buildings, (iv) does not conflict with any exclusive rights or covenants not to compete in favor of any other tenant or proposed tenant of the Building, (v) will not increase the likelihood of damage or destruction to the Building, (vi) will not increase the rate of wear and tear to the Premises or Common Areas, (vii) will not cause an increase in insurance premiums for insurance policies applicable to the Building, and (viii) will not require new tenant improvements incompatible with then-existing Building systems and components;
(c) the proposed transferee does not have a poor reputation in the general business community (such as a reputation for engaging in illegal or unethical business practices);
(d) the proposed transferee, at the time of the proposed transfer, is neither a tenant in any building owned or managed by Landlord or any affiliate of Landlord in the same city in which the Building is located, nor a party with whom Landlord is then negotiating for the lease of space in the Building;
(e) if the proposed transfer is a sublease, the rent which the proposed transferee will be required to pay will be equal to at least 100% of the then-current market rent for the portion of the Premises being sublet; and In the event the proposed transfer is a sublease and the rent collected by the Tenant is more than the contracted rate, the Tenant will split the excess amounts over the Lease obligation with the Landlord on a 50/50 basis.
(f) at the time of the proposed transfer no “Default� (as defined in Section 20.1) exists under this Lease.
Consent Not to be Unreasonably Withheld.ĚýWhen consent to an action is requested of a party to this Agreement, such consent shall not be arbitrarily or unreasonably withheld.
Consent Not to be Unreasonably Withheld.ĚýIf Landlord does not accept Tenant’s offer within thirty (30) days after receipt of it, as provided in Section 9.2, above, then Landlord will not unreasonably withhold or delay its consent to Tenant’s request for consent to such specific assignment or sublease if the conditions in Section 9.3, above, and all of the following conditions are satisfied:
(a) The proposed transferee is at least as credit worthy as Tenant when Tenant entered into this Lease, and satisfied Landlord’s then-current credit standards for tenants of the Building, and in Landlord’s opinion has the financial strength and stability to perform all obligations under this Lease to be performed by Tenant as and when they fall due. Landlord’s Initials Tenant’s Initials
(b) The proposed transferee will make use of the Premises which in Landlord’s opinion (i) is lawful, (ii) is consistent with the permitted use of the Premises under this Lease, (iii) is consistent with the general character of business carried on by tenants of a first class office building, (iv) does not conflict with any exclusive rights or covenants not to compete in favor of any other Tenant or proposed Tenant in the Project, (v) will not increase the likelihood of damage or destruction, (vi) will not increase the rate of wear and tear to the Premises, Building common facilities, or Project, (vii) will not likely cause an increase in insurance premiums for insurance policies applicable to the Project, and (viii) will not require Tenant improvements incompatible with then existing Building or Project systems and components.
(c) Tenant pays Landlord’s reasonable attorneys� fees and costs incurred in connection with negotiation, review and processing of the transfer, plus a processing fee not to exceed $500,00 for each such request.
(d) Landlord is paid any increase in the Security Deposit required by Landlord and permitted by law.
(e) The proposed transferee has demonstrated to the reasonable satisfaction of Landlord that it has good character, moral stability and good reputation in the general business community.
(f) At the time of the proposed transfer, there is no Event of Default under this Lease.
(g) The proposed transferee is not a tax-exempt entity as defined in the Internal Revenue Code of 1986, as amended.
(h) At least 75% of the Rentable Area of the Building is leased to paying tenants.
(i) The transfer will not otherwise have or cause a material adverse impact on Landlord’s interests, the Building, the Premises or t...
Consent Not to be Unreasonably Withheld.ĚýExcept as otherwise specifically provided in this Lease, the Landlord and the Tenant, and each Person acting for them, in granting a consent or approval or making a determination, designation, calculation, estimate, conversion or allocation under this Lease, will act reasonably and in good faith and each Expert or other professional Person employed or retained by the Landlord will act in accordance with the applicable principles and standards of such Person's profession; however, the foregoing shall not apply in respect of any actions taken by or on behalf of the Landlord under Article 15. The Tenant's sole remedy against the Landlord in respect of any breach or alleged breach of this Section shall be an action for specific performance and, without limitation, the Landlord shall not be liable for damages and the Tenant shall not be entitled to any other rights or remedies.
Consent Not to be Unreasonably Withheld.ĚýIf Landlord shall not exercise any of its applicable options under Section 16.2, then, provided that Tenant shall not be in default of any of Tenant's obligations under this Lease, Landlord shall not unreasonably withhold or delay its consent to a proposed assignment of this Lease or a proposed subletting of the nature referred to in the Notice of Intention, provided that each of the following conditions shall be satisfied:
(a) Tenant shall request Landlord's consent to the proposed assignment or subletting in writing and such request shall be accompanied by, as the case may be, (i) a statement setting forth the name and address of the proposed assignee or subtenant and the nature of its business, (ii) the proposed use of the Premises, (iii) financial statements prepared by an independent certified public accountant containing the opinion of such accountant reflecting the proposed assignee's or subtenant's current financial condition and income and expenses for the past two (2) years, or other evidence satisfactory to Landlord of the financial condition of the proposed assignee or subtenant, and a fully executed copy of the proposed assignment (which shall contain an assumption agreement complying with the provisions of Section 16.4 below) or sublease, as the case may be. Tenant shall also deliver to Landlord such other or additional information as Landlord may reasonably request; and
(b) The proposed subtenant or assignee, in Landlord's reasonable opinion, shall have sufficient financial capacity and business experience to perform its obligations under the proposed sublease or, in the case of an assignment, this Lease; and
(c) The use of the Premises by the proposed assignee or subtenant will only be for purposes which, in Landlord's reasonable opinion, (i) are lawful, (ii) are limited to the permitted Use of the Premises under this Lease, (iii) are consistent with the general character of business carried on by tenants of a first-class office buildings in midtown Manhattan and with a majority of the tenants of the Building, (iv) do not conflict with any exclusive rights or covenants not to compete in favor of any other tenant or proposed tenant of the Building, (v) will not increase the likelihood of damage Or destruction to the Building, (vi) will not cause an increase in insurance premiums for insurance policies applicable to the Building, (vii) will not require new tenant improvements incompatible with the then-existing Building Systems and components...
Consent Not to be Unreasonably Withheld.ĚýExcept as otherwise may be provided in this Lease, in the event any provision of this Lease requires the consent of the other party prior to undertaking an action, such consent by the other party shall not be unreasonably withheld.
Consent Not to be Unreasonably Withheld.ĚýExcept to the extent, if any, specifically provided otherwise herein, the Lessor Parties shall not unreasonably withhold their consent, permission, or approval for any act which may be required or desired by the Lessee under the provisions of this Lease. Such consent, permission, or approval shall be deemed to have been granted if, within forty-five (45) days after any Lessor Party receives the request, fails to notify the Lessee of its express disapproval and the reasons therefor.
Consent Not to be Unreasonably Withheld.ĚýIf Landlord does not exercise any of its applicable options under Section 13.2, then Landlord will not unreasonably withhold or delay its consent to the proposed assignment or subletting. Landlord's approval or disapproval shall be given to Tenant within fifteen (15) business days after receipt of Tenant's request for consent, failing which Landlord's consent shall be deemed given. If Landlord disapproves a transfer, Landlord shall advise Tenant with reasonable specificity of the reasonable grounds upon which Landlord is withholding its consent.
Consent Not to be Unreasonably Withheld.ĚýWhenever either Party requests any consent, permission, or approval which may be required or desired by that Party pursuant to the provisions of this Agreement, the other Party shall not unreasonably withhold or postpone the grant of such consent, permission, or approval.
Consent Not to be Unreasonably Withheld.ĚýTo the extent Landlord’s consent is required, and if Landlord does not exercise any of its applicable options under Section 13.2, then Landlord will not unreasonably withhold, condition or delay its consent to the proposed assignment or subletting, except with respect to a proposed assignment or sublease to an existing tenant or other occupant in the Project (provided that Landlord has sufficient space available in the Project to meet that tenant or occupant’s needs) or to a party who is then engaged in negotiations with Landlord for a lease in the Project, for which Landlord may withhold its consent in its sole and absolute discretion.