Consent Required Sample Clauses
Consent Required. The affirmative vote, approval, consent or ratification of the Manager shall be required to:
Consent Required. Any term, covenant, agreement or condition of this Note may, with the consent of the Company, be amended or compliance therewith may be waived (either generally or in a particular instance and either retroactively or prospectively), if the Company shall have obtained the consent in writing of the Majority Holders; provided that without the consent of all holders of the Company's 5% Subordinated Notes then outstanding, no such waiver, modification, alteration or amendment shall be effective (i) which will change the time of payment of the principal or interest of any Note or reduce the Principal Amount thereof, (ii) which will change the percentage of the Notes required to consent to any such amendment, alteration or modification, or (iii) which will change any provisions of Section 5(b) or (c), or Section 6(b). This Note may not be amended without the consent in writing of the Lender or any Refinancing Lender (until the Senior Debt has been finally and indefeasibly paid in full) or, thereafter, the holders of 50% or more of the outstanding principal amount of the outstanding Senior Debt.
Consent Required. Except as provided in Sections 18.02, 18.03 and 18.04 herein, Tenant shall not assign this Lease in whole or in part, nor sublet all or any part of the Premises, without the prior written consent of Landlord, which consent shall not be unreasonably withheld. It is agreed that Landlord will not be acting unreasonably in refusing to consent to an assignment or sublease if, in Landlord’s reasonable business judgment, the quality of the merchandising operation of the proposed assignee or subtenant is not equal to that of the Tenant, the use of the Premises will change, such assignee or subtenant may adversely affect the business of other tenants or the tenant mix in the Entire Premises or Landlord’s ability to obtain percentage rent, the net worth of such assignee or subtenant is less than that of Tenant at time of execution of this Lease, or the proposed assignee or subtenant lacks sufficient working capital to operate the business. The consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment or subletting. If this Lease is assigned by Tenant, or if the Premises or any part thereof are sublet or occupied by any person or entity other than Tenant, Landlord may collect Rent from the assignee, subtenant or occupant, and apply the net amount collected to the Rent herein reserved, not no such assignment, subletting, occupancy or collection shall be deemed a waiver on the part of Landlord, or the acceptance of the assignee, subtenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. Irrespective of any assignment or sublease, Tenant shall remain fully liable under this Lease and shall not be released from performing any of the terms, covenants and conditions of this Lease. If Tenant assigns this Lease or sublets the Premises, any rent paid to Tenant in addition to the Rent payable to Landlord as set forth in this Lease shall be paid be paid by Tenant to Landlord as additional rent. If Tenant is a corporation, an unincorporated association or a partnership, the transfer, assignment or hypothecation of any stock or interest in such corporation, association or partnership in the aggregate in excess of forty-nine percent (49%) shall be deemed an assignment within the meaning and provisions of this Section 18.01. Tenant shall pay Landlord a non-refundable processing fee of $50.00 (increased each y...
Consent Required. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent of (i) all Partners adversely affected or (ii) such lower percentage of the Limited Partnership Interests as may be specifically provided for under a provision of this Agreement or the Act.
Consent Required. Tenant shall not sell, assign, mortgage, pledge or in any manner transfer this Lease or any interest therein, nor sublet all or any part of the Premises, nor license concessions nor lease departments therein, without Landlord's prior written consent in each instance, which shall not be unreasonably withheld or delayed provided Tenant and its proposed assignee, sublessee or other transferee comply with and otherwise satisfy the terms and conditions of subparagraphs #1 through #6 below. Consent by Landlord to any assignment or subletting shall not waive the necessity for consent to any subsequent assignment or subletting. This prohibition shall include a prohibition against any subletting or assignment by operation of law other than as provided in section 13.3 below. If this Lease is assigned or the Premises or any part sublet or occupied by anybody other than Tenant, Landlord may collect rent from the assignee, subtenant or occupant and apply the same to the rent herein reserved, but no such assignment, subletting, occupancy or collection of rent shall be deemed a waiver of any restrictive covenant contained in this Section 13.1 or the acceptance of the assignee, subtenant or occupant as tenant, or a release of Tenant from the performance by Tenant of any covenants on the part of Tenant herein contained. Any assignment (a) as to which Landlord has consented; or (b) which is required by reason of a final nonappealable order of a court of competent jurisdiction; or (c) which is made by reason of and in accordance with the provisions of any law or statute, including, without limitation, the laws governing bankruptcy, insolvency or receivership shall be subject to all terms and conditions of this Lease, and shall not be effective or deemed valid unless, at the time of such assignment:
Consent Required. Tenant shall not assign this Lease or any interest under this Lease, sublet, license, grant any concession, or otherwise give permission to any other person to use or occupy all or any part of the Premises (each a “Transfer”) without the prior written consent of Landlord. Landlord shall not unreasonably withhold its consent to a direct sublease or an assignment of all of Tenant’s rights under this Lease provided that Tenant is not in default beyond applicable cure periods at the time Tenant requests such consent. No subtenant shall be permitted to further sublease or assign its sublease and Landlord may give or deny consent to any such transaction in its sole discretion. In agreeing to act reasonably, Landlord may act in a manner consistent with other institutional owners of class A office properties and may consider the financial terms of the Transfer and the impact of the Transfer on Landlord’s own leasing efforts and the value of the Property. Without limiting the generality of the foregoing and without limitation on any other factors that Landlord may consider, Landlord may consider whether (a) the proposed transferee’s tangible net worth and credit standing, calculated in accordance with generally accepted accounting principles consistently applied, is comparable to the tangible net worth and credit standing of tenants then being considered by Landlord as direct tenants for comparable amounts of space or is otherwise reasonably satisfactory to Landlord, (b) the number of years of business experience or the business reputation of the proposed transferee is comparable to that of tenants then being considered by Landlord as direct tenants, (c) a default by Tenant beyond applicable cure periods is outstanding under this Lease, (d) the proposed transferee or an affiliate thereof is or has been, within the six month period prior to the date Tenant requests Landlord’s consent, in discussions with Landlord regarding a direct lease, or (e) the proposed transferee is a governmental agency or proposes to change the use of the Premises to a use that is inconsistent with the character of the Building as a class A office project and/or is not consistent with Landlord’s existing or desired tenant mix for the Building.
Consent Required. Any term, covenant, agreement or condition of this Agreement or any Supplement with respect to any series of Notes, as the case may be, may, with the consent of the Company, be amended or compliance therewith may be waived (either generally or in a particular instance and either retroactively or prospectively), if the Company shall have obtained the consent in writing of the Requisite Holders of such series; provided that without the written consent of the holders of all of the Notes of a particular series then outstanding, no such amendment or waiver shall be effective (a) which will change the time of payment (including any prepayment required by SECTION 2.1) of the principal of or the interest on any Note of such series or change the principal amount thereof or change the rate of interest thereon, or (b) which will change any of the provisions with respect to optional prepayments in respect of such series, or (c) which will change the definitions of "Make-Whole Amount", "Reinvestment Rate", "Statistical Release" or "Weighted Average Life to Maturity" insofar as the same pertains to such series, or (d) which will change the percentage of holders of the Notes required to consent to any such amendment or waiver or the taking of any other action by Noteholders under any of the provisions of this SECTION 7 or SECTION 6 insofar as the same pertains to such series.
Consent Required. Subject to the Subordination Agreement, any term, covenant, agreement or condition of the Notes may, with the consent of the Company, be amended or compliance therewith may be waived (either generally or in a particular instance and either retroactively or prospectively), if the Company shall have obtained the consent in writing of the holders of at least a Majority in Interest.
Consent Required. Except as otherwise explicitly provided herein, Tenant shall not directly or indirectly, voluntarily or by operation of law, (i) sell, assign, encumber, pledge or otherwise transfer or hypothecate all or any part of its interest in or rights with respect to the Premises or its leasehold estate (collectively, “Assignment”), without Landlord’s written consent, which consent Landlord may withhold in its sole and absolute discretion, or (ii) permit all or any portion of the Premises to be occupied by anyone other than itself or sublet all or any portion of the Premises (collectively, “Sublease”) without Landlord’s prior written consent, such consent not to be unreasonably withheld.
Consent Required. Except as otherwise permitted in this Article 23 or in Articles 24 or 25, Lessee shall not directly or indirectly, in whole or in part, voluntarily or by operation of law, sell, assign, encumber, pledge or otherwise transfer or hypothecate its interest in or rights with respect to the Premises or Lessee’s leasehold estate therein or the Improvements (any of the foregoing being herein referred to as a “Transfer”) without the prior written consent of Lessor, which consent shall not be unreasonably withheld or delayed. Any sale or other transfer of voting stock, partnership interests or membership interests, or any consolidation or reorganization that results in a change in control of Lessee, shall be deemed a Transfer hereunder; provided, however, that the sale of voting stock of Lessee shall not be deemed a Transfer if Lessee is a publicly traded company, nor shall any assignment by Lessee to an Affiliate of Lessee or to a successor-in-interest to Lessee that acquires Lessee through a merger or sale of substantially all of the assets of Lessee be deemed a Transfer hereunder. For this purpose, “control” shall mean the sale or other transfer of more than fifty percent (50%) of the beneficial interest in Lessee, whether directly or by sales or transfers of underlying interests, and whether in a single transaction or a series of transactions. Lessor shall approve or disapprove any proposed Transfer within fifteen (15) business days after receipt of Lessee’s written request for approval (except as otherwise provided in Section 23.5), which request shall be deemed complete and delivered only if it (a) identifies the proposed assignee, (b) includes a copy of the proposed assignment documentation, and (c) includes reasonably detailed information regarding the financial condition of the proposed assignee.