Reasonableness Standard. Except where a different standard or an express response period is specifically provided herein, whenever the consent of County or Lessee is required under this Lease, such consent shall not be unreasonably withheld, conditioned or delayed, and whenever this Lease grants County or Lessee the right to take action, exercise discretion, establish rules and regulations or make allocations or other determinations, County and Lessee shall act reasonably and in good faith. These provisions shall only apply to County acting in its proprietary capacity.
Reasonableness Standard. Except where a different standard is specifically provided otherwise herein, whenever the consent of County or Concessionaire is required under this Contract, such consent shall not be unreasonably withheld and whenever this Contract grants County or Concessionaire the right to take action, exercise discretion, establish rules and regulations or make allocations or other determinations, County and Concessionaire shall act reasonably and in good faith. These provisions shall only apply to County acting in its proprietary capacity.
Reasonableness Standard. The reference to Evergreen’s “sole and absolute judgment” in Schedule 3 shall be replaced with Evergreen’s “reasonable judgment”.
Reasonableness Standard. Except as otherwise provided herein, whenever Lender's consent or approval is required in this Agreement, such consent or approval shall not be unreasonably withheld or delayed.
Reasonableness Standard. Except where a different standard is specifically provided otherwise herein, whenever the consent of Lessor or Lessee is required under this Lease, such consent shall not be unreasonably withheld and whenever this Lease grants Lessor or Lessee the right to take action, exercise discretion, establish rules and regulations or make allocations or other determinations, Lessor and Lessee shall act reasonably and in good faith. These provisions shall only apply to Lessor acting in its proprietary capacity.
Reasonableness Standard. Except as expressly stated herein, whenever any provision of this Lease requires that the consent or approval of one party be obtained prior to the taking of any action by or on behalf of the other party, then such consent or approval by the party required to give same shall not be unreasonably withheld or delayed. Further, it shall be deemed, prima facie, unreasonable for one party to condition its consent or approval upon the agreement of the other party to increase the economic benefits to which the party whose consent is required would otherwise be entitled.
Reasonableness Standard. If it is determined by a court of competent jurisdiction that Landlord acted unreasonably in its decision to refuse to consent or approve any item as to which Landlord has specifically agreed that its consent or approval shall not be unreasonably withheld, Tenant’s sole remedy shall be an order compelling Landlord to consent to or approve the matter in dispute and Tenant shall not be entitled to any monetary damages or any other form of relief.
Reasonableness Standard. Each of the parties hereto acknowledges and agrees that the governing provisions of this Agreement and the Schedules and Exhibits that are a part hereof have been negotiated by the parties with the intention that the parties use a reasonableness standard in the performance of their respective obligations hereunder.
Reasonableness Standard. If and when in this Guaranty any party is required to exercise any discretion in a "reasonable" manner, the parties hereto acknowledge that the term "reasonable" or "reasonably" shall have the meaning given to such term under (and shall be consistent with any standard of commercial reasonableness implied by) the laws of the State of New York in effect as of the date hereof.
Reasonableness Standard. Notwithstanding any other provision hereof, it shall be considered reasonable for Landlord to withhold its consent to any Transfer if (a) the proposed Transferee is a person or an entity (i) with which Landlord is already in negotiation; (ii) that is already an occupant of the Building, unless Landlord is unable to provide the amount of space required by such occupant; (iii) that is a governmental subdivision or agency or who enjoys diplomatic or sovereign immunity; (iv) that is of a character, has a reputation or is engaged in a business that is incompatible with the standards of Landlord in the Building; or (v) that is not of reasonable financial strength in light of the responsibilities to be undertaken in connection with the Transfer; (b) payment for the Transfer is determined in whole or in part based upon the Transferee’s net income or profits; (c) the Transfer would subject the Premises to a use which would: (i) involve increased personnel or wear upon the Building, such as a call center or trade school; (ii) violate any exclusive right granted to another tenant of the Building or give a tenant of the Building a right to cancel its lease; (iii) require any addition to or modification of the Premises or any other portion of the Project in order to comply with applicable Law or other governmental requirements; or (iv) involve a violation of Article 3 of this Lease. Notwithstanding any contrary provision of Law, including, without limitation, California Civil Code Section 1995.310, the provisions of which Tenant hereby waives, Tenant shall have no right to terminate this Lease, in the event Landlord is determined to have unreasonably withheld or delayed its consent to a proposed Transfer.
