Conditions for Consent Clause Samples

The "Conditions for Consent" clause defines the specific requirements or criteria that must be met before one party can grant approval or permission to another party under the agreement. Typically, this clause outlines the information, documentation, or assurances that must be provided, and may specify timelines or standards for evaluating requests for consent. For example, a landlord may require a tenant to submit financial statements before consenting to a sublease. The core function of this clause is to ensure that consent is not unreasonably withheld or delayed, while also protecting the interests of the party granting consent by setting clear expectations and procedures.
Conditions for Consent. Franchisor shall not unreasonably withhold ---------------------- its consent to any transfer referred to in Section 14.02., when requested; provided, however, that prior to the time of transfer; A. All of Franchisee's accrued monetary obligations to Franchisor and its subsidiaries and affiliates shall have been satisfied; B. Franchisee shall have agreed to remain obligated under the covenants contained in Section XIII hereof as if this Agreement had been terminated on the date of the transfer; C. The transferee must be of good moral character and reputation, in the reasonable judgment of the Franchisor; D. The Franchisor shall have determined, to its satisfaction, that the transferee's qualifications meet the Franchisor's then current criteria for new franchisees; E. Franchisee and transferee shall execute a written assignment, in a form satisfactory to Franchisor, pursuant to which the transferee shall assume all of the obligations of Franchisee under this Agreement and Franchisee shall unconditionally release any and all claims Franchisee might have against Franchisor as of the date of the assignment; F. The transferee shall execute the then-current form of Franchise Agreement and such other then-current ancillary agreements as Franchisor may reasonably require. The then-current form of Franchise Agreement may have significantly different provisions including, without limitation, a higher royalty fee and advertising contribution than that contained in this Agreement. The then-current form of Franchise Agreement will expire on the expiration date of this Agreement and will contain the same renewal rights, if any, as are available to Franchisee herein; G. The transferee shall agree at its sole cost and expense, to (i) complete a Franchised Unit Renovation, within the time frame required by Franchisor, unless a Franchised Unit Renovation was completed within three (3) years prior to the date of the transfer and (ii) perform such other scope of work as may be determined by Franchisor. H. The transferee and such other individuals as may be designated by Franchisor in the Manual or otherwise in writing, must have successfully completed the training course then in effect for new franchisees. If the Franchised Unit is the transferee's first CINNABON Bakery, the transferee shall pay to Franchisor the then-standard Training Fee; I. If the transferee is a partnership, the partnership agreement shall provide that further assignments or transfers of any interest in ...
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Conditions for Consent. In determining whether or not to grant approval to a proposed Transfer of any interest referred to in clause 14.1, BKE may consider any relevant matter in its sole discretion, including, without limitation, the protection of the Burger King System, the protection of BKE and its Affiliates, and the orderly and proper operation and development of other Burger King Restaurants in the market which may be directly or indirectly impacted by the proposed Transfer. Without limiting the generality of the foregoing, BKE may impose or consider the following conditions for granting its consent to the proposed Transfer, as BKE may deem appropriate in its sole discretion: (a) all obligations of Franchisee to BKE and its Affiliates, whether arising under this Agreement or otherwise (including, without limitation, all monetary obligations and all repair, maintenance, refurbishment and upgrade obligations) must be satisfied on or before the Transfer Date; (b) all obligations of Franchisee to third parties arising out of the conduct of the Franchised Restaurant including, but not limited to, obligations owed to suppliers and distributors must be satisfied on or before the Transfer Date; (c) Franchisee and its Affiliates are not in default of any provisions of this Agreement or any other agreement with BKE or its Affiliates; (d) the Transferee (or, if applicable, such owners of the Transferee as BKE may request), in BKE’s sole judgment, satisfies all of BKE’s business standards and requirements; has the aptitude and ability to operate the Franchised Restaurant; has adequate financial resources and capital to do so; and must complete and be approved through BKE’s standard franchisee application and selection process including satisfactorily demonstrating to BKE that it meets the financial, character, organizational, managerial, credit, operational, and legal criteria and such other criteria and conditions as BKE shall then be applying in considering applications for new franchises. The Transferee must meet with representatives of BKE at its corporate offices or such other location as may be reasonably requested by BKE. Without limiting the grounds on which it will be reasonable for BKE to withhold its consent to any Transfer, BKE may withhold its consent to any proposed Transfer where: (i) the Transferee or any Affiliate of the Transferee carries on activities of a kind described in section 17 (Restrictive Covenant), or (ii) in the sole judgment of BKE, the Transfer would res...
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Conditions for Consent. The Agency will consent to the terms of a junior lien if all of the following conditions are met: (1) The borrower’s ability to make scheduled loan payments is not jeop- ardized; (2) The borrower provides the Agency a copy of the farm operating plan sub- mitted to the junior lienholder, and the plan is consistent with the Agency op- erating plan;
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Conditions for Consent. Franchisor may withhold its consent to any proposed management company that: (i) Franchisor determines (a) is not financially capable, (b) does not have the managerial skills or operational capacity required to operate the Hotel in accordance with the Standards and this Agreement or (c) is a Competitor, an Affiliate of a Competitor, or the principal operator of hotels for a Competitor; (ii) does not provide Franchisor with all information and access that Franchisor reasonably requests; or (iii) has (or any of its Affiliates have) (a) been convicted of a Serious Crime, (b) engaged in conduct that Franchisor determines may adversely affect the Hotel, the System or Franchisor’s interests or (c) been a party to any material civil litigation with Franchisor or its Affiliates. Franchisor will not consent to any proposed management company that is a Restricted Person, is an Affiliate of a Restricted Person, or in which a Restricted Person has an interest. Franchisor has the right to review any management agreement between Franchisee and its proposed management company.
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Conditions for Consent. (1) The Lessor may impose the following conditions for granting its consent to a rights transfer in connection with this Contract, in addition to the other conditions the Lessor is entitled to apply under this Contract, everything pursuant to resolutions passed by the Israel Lands Administration Board or according to any law. A. The Lessee shall have complied with all the conditions of this Lease Contract; B. The Lessee and the transferee shall sign and submit such documents as shall be required by the Lessor in connection with the transfer and shall comply with all the conditions imposed by this Contract in connection with the grant of consent, including an obligation on the part of the transferee to comply with all the conditions of this Lease Contract. (2) In the event of the Lessee having obtained any exemption or discount, whether partial or total, with regard to the payment of the Rent, or having paid a reduced Rent, and these or any of them having been made conditional on compliance with conditions imposed for this purpose, the Lessor's consent to the rights transfer shall be conditional on compliance with the conditions established for the grant of such exemption or discount or reduced payment, including compliance with all the implications thereof. (3) The Lessor's consent to a sublease or to a delivery of possession, if granted, shall not release or exempt the Lessee from any obligation imposed on the Lessee hereunder, and the Lessee and transferee shall be jointly and severally liable for compliance with all of the Lessee's obligations under this Contract. (4) The Lessor may demand details and statements on the following matters from the Lessee and the proposed transferee of the rights (hereinafter: the Transferee): A. The nature of the rights being transferred and the date on which the Lessee and the Transferee intend to carry out the contemplated transfer; B. The name, address, and identity number of the Transferee; 15 C. In the case of a corporate Transferee: (1) Name, address, corporate number as entered at the office of the Companies Registrar; the names of the shareholders, their holdings in the share capital, voting power and appointment power, and the names of the directors. (2) Details as stated in the foregoing paragraph (B) with regard to aver▇ shareholder and director of the corporation. (3) In the event of a corporate shareholder or director in the Transferee corporation, details on the corporation as stated hereinabove in this para...
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Conditions for Consent. If ▇▇▇▇▇▇ enters into an assignment or sublease it shall submit an executed copy of the sublease or assignment to Landlord for consent not less than thirty days prior to the proposed effective date of assignment or the proposed commencement date of the term of the sublease, as the case may be. In the case of a sublease, the instrument shall expressly state that it is and shall remain at all times subject and subordinate to this Lease and all of the terms, covenants and agreements contained in this Lease. No such assignment or sublease instrument shall expressly or by implication impose upon Landlord any duties or obligations or alter the provisions of this Lease. ▇▇▇▇▇▇ agrees that the withholding by Landlord of its consent to such proposed assignment or proposed sublease will not be deemed "unreasonable" if, among other reasonable criteria to be examined by Landlord: (1) the net worth of the proposed subtenant or assignee is less than that of Tenant; (2) the intended use of the Premises by the proposed subtenant or assignee is not for general office or retail use; (3) the use of the Premises by the proposed subtenant or assignee would violate or create a potential violation of any laws, ordinances or governmental regulations; (4) the use of the Premises by the proposed subtenant or assignee would violate any other agreements affecting the Premises, the Project, Landlord or any tenants of the Project; (5) the assignment is for less than all of the Premises; or (6) Tenant is in default under this Lease. Tenant may not submit to Landlord for consent any assignment or sublease on terms or conditions or with parties different from those stated in the Tenant's notice for such assignment or sublease.
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Conditions for Consent. The Agency will consent to the terms of a junior lien if all of the following conditions are met: (1) The borrower’s ability to make scheduled loan payments is not jeop- ardized; (2) The borrower provides the Agency a copy of the farm operating plan sub- mitted to the junior lienholder, and the plan is consistent with the Agency op- erating plan; (3) The total debt against the secu- rity does not exceed the security’s market value; (4) The junior lienholder agrees in writing not to foreclose the security instrument unless written notice is provided to the Agency; (5) The borrower is unable to grad- uate on any program except for CL; and (6) The junior lien will not otherwise adversely impact the Agency’s ▇▇▇▇▇- cial interests. [72 FR 63309, Nov. 8, 2007, as amended at 75 FR 54016, Sept. 3, 2010] For loans secured by real estate, a borrower may request Agency consent to a severance agreement or similar in- strument so that future chattel ac- quired by the borrower will not become part of the real estate securing the FLP debt. The Agency will consent to severance agreements if all of the fol- lowing conditions are met: (a) The financing arrangements are in the financial interest of the Agency and the borrower; (b) The transaction will not ad- versely affect the Agency’s security po- sition;
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Conditions for Consent. Where processing is based on consent, the controller shall be able to demonstrate that the data subject has consented to the processing of his or her personal data, as further stipulated in Articles 7 and 8 of the Regulation. If the data subject's consent is given in the context of a written declaration which also concerns other matters, the request for consent shall be presented in a manner which is clearly distinguishable from the other matters, in an intelligible and easily accessible form, using clear and plain language. The data subject shall have the right to withdraw his or her consent at any time. The withdrawal of consent shall not affect the lawfulness of processing based on consent before its withdrawal. When assessing whether consent is freely given, utmost account shall be taken of whether, inter alia, the performance of a contract is conditional on consent to the processing of personal data that is not necessary for the performance of that contract. When a child is offered information society services directly and the processing of personal data is based on the child's consent, the processing shall be lawful only if the child is at least 13 years old. If the child is below the age of 13, the processing shall be lawful only to the extent the consent is given by the holder of parental responsibility. The controller shall make reasonable efforts to verify in such cases that consent is given or authorised by the holder of parental responsibility over the child, taking into consideration available technology.
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Conditions for Consent. Franchisor shall not unreasonably withhold its consent to any transfer referred to in Section 14.01. hereof, when requested; provided, however, that prior to the time of transfer; A. All of Franchisee's accrued monetary obligations to Franchisor shall have been satisfied; B. The Franchisor shall have determined, to its satisfaction, that the transferee's qualifications meet the Franchisor's then current criteria for new franchisees; C. Franchisee and transferee shall execute a written assignment, in a form satisfactory to Franchisor, pursuant to which the transferee shall assume all of the obligations of Franchisee under this Agreement; D. Franchisee or transferee shall pay to Franchisor a transfer processing fee of Two Thousand Five Hundred Dollars ($2,500), to cover Franchisor's administrative expenses in connection with the transfer and a training fee in the amount of Five Thousand Dollars ($5,000); however no additional franchise fee shall be charged by Franchisor for a transfer.
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Related to Conditions for Consent

  • Payments for Consent The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder of Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to be paid and is paid to all Holders of the Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

  • Conditions for Closing 3.1 The obligations of the Buyers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, or waiver by the Buyers (in their sole discretion) in writing of the following conditions precedent (the “Conditions”) prior to the Closing: (a) each of the Warranties made by the Sellers in this Agreement shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as if made on the Closing Date; (b) each of the Sellers shall have performed or complied with all agreements, obligations and covenants contained in this Agreement that are required to be performed or complied with by each of the Sellers prior to the Closing; (c) there shall be no proceedings pending, or threatened, against any of the Buyers, the Sellers or the Company arising out of or in connection with this Agreement or its subject matter (including, without limitation, its validity, formation at issue, effect, interpretation, performance or termination); (d) all authorization and consents of any governmental authority, and any permits in connection with the Closing as contemplated under this Agreement, shall have been duly obtained and effective as of the Closing Date; including but not limited to the completion of the following: (i) the approval of the transactions contemplated under this Agreement with the local MOC (including Circular 10 approval); and (ii) the registration of the transfer of the Acquired Equity Interests from Sellers to the Buyers with the local AIC. (e) no governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction or other order (whether temporary, preliminary or permanent) which (i) is in effect and (ii) has the effect of making the transfer of the Acquired Equity Interests to the Buyers illegal or otherwise prohibiting or preventing the transfer of the Acquired Equity Interests or of the transactions contemplated under this Agreement; (f) the delivery of necessary documents for the Closing, including but not limited to the copies of the documents listed under Articles 3.1, Article 6.2.1 and the duly executed Agreement; (g) the due execution of a joint venture contract (the “JV Contract”) between the Seller and the Buyers substantially in the form and substance of Schedule 3 attached hereto; and an agreed articles of association (the “AOA”) of the Company substantially in the form and substance of Schedule 4 attached hereto; (h) there has not occurred between the date of this Agreement and the Closing Date any Event that has a Material Adverse Effect; (i) the Company has duly obtained certain certificates, approvals and registrations as listed in Schedule 5, on terms acceptable and to the satisfaction of the Buyers (the “Specific Permits”); (j) the due execution and delivery of a capital increase agreement (the “Capital Increase Agreement”) between Yiyuan and the Buyers substantially in the form and substance as listed in Schedule 6, including the completion of the related registration of such capital increase by providing a copy of the approval letter issued by the relevant authorities; (k) a board resolution of the Joint Venture Company approving the capital increase under the Capital Increase Agreement and the execution of the Capital Increase Agreement; (l) a consent letter from Qingdao branch of Bank of Communication (the “Lender”) in a form and substance as listed in Schedule 7, which provides consent to the Company for the consummation of the transactions contemplated under this Agreement in accordance with the loan agreements between the Lender and the Company dated October 28, 2014 and January 20, 2015; (m) official letters from the local environmental, market supervisory and land use right authorities, in a form and substance as listed in Schedule 8, in which such authorities ensure that the Company can continue with its operation; (n) a written confirmation with the supporting documents from Seller that the transactions contemplated in this Agreement does not require any approval from the Chinese Antitrust authority, i.e., the MOC, to the satisfaction of the Buyers as listed in Schedule 9; (o) a letter jointly executed by Jishang Real Estate Co., Ltd (the “Jishang”) and Ruiyuandingshi Investment Co., Ltd (the “Ruiyuandingshi”) (in a form and substance as listed in Schedule 10), where Jishang and Ruiyuandingshi each waives any of its right in the equity interest and any other interest in the Company and any prior agreement it executed with any of the Sellers or the Company with respect to the equity transfer of the Company, and shall have no claim against any of the Sellers, the Company or the Buyers (“Waiver Letter”); and (p) The Company has completed the renewal of China Compulsory Certification as listed in Schedule 11 (the valid term at least until December 31, 2017). 3.2 The obligations of each of the Sellers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, or written waiver by each of the Sellers (in its sole discretion) of such of the following conditions precedent prior to the Closing: (a) each of the warranties made by the Buyers in Article 8 of this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date as if made on the Closing Date; (b) the Buyers shall have performed or complied with all agreements, obligations and covenants contained in this Agreement that are required to be performed or complied with by the Buyers prior to the Closing; (c) there shall be no proceedings pending, or threatened, against the Buyers, the Sellers and the Company arising out of or in connection with this Agreement or its subject matter (including its validity, formation at issue, effect, interpretation, performance or termination) or any transaction contemplated by this Agreement, that, if adversely determined against such person, would have any impact on the Company’s Business in any aspect; and (d) no governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction or other order (whether temporary, preliminary or permanent) which (i) is in effect and (ii) has the effect of making the transfer of the Acquired Equity Interests to the Buyers illegal or otherwise prohibiting or preventing consummation of the transaction contemplated under this Agreement.

  • Request for Consent If Tenant seeks to make a Transfer, Tenant shall notify Landlord, in writing, and deliver to Landlord at least thirty (30) days (but not more than one hundred eighty (180) days) prior to the proposed commencement date of the Transfer (the “Proposed Effective Date”) the following information and documents (the “Tenant’s Notice”): (i) a description of the portion of the Premises to be transferred (the “Subject Space”); (ii) all of the terms of the proposed Transfer including without limitation, the Proposed Effective Date, the name and address of the proposed Transferee, and a copy of the existing or proposed assignment, sublease or other agreement governing the proposed Transfer; (iii) current financial statements of the proposed Transferee certified by an officer, member, partner or owner thereof, and any such other information as Landlord may then reasonably require, including without limitation, audited financial statements for the previous three (3) most recent consecutive fiscal years; (iv) the Transfer Plans and Specifications (defined below), if any; and (v) such other information as Landlord may then reasonably require. Tenant shall give Landlord the Tenant’s Notice by registered or certified mail addressed to Landlord at Landlord’s Address specified in the Basic Provisions. Within fifteen (15) business days after Landlord’s receipt of the Tenant’s Notice (the “Landlord Response Period”) Landlord shall notify Tenant, in writing, of its determination with respect to such requested proposed Transfer and the election to recapture as set forth below. If Landlord does not elect to recapture pursuant to the provisions hereof and Landlord does consent to the requested proposed Transfer, Tenant may thereafter assign its interests in and to this Lease or sublease all or a portion of the Premises to the same party and on the same terms as set forth in the Tenant’s Notice. If Landlord fails to respond to Tenant’s Notice within Landlord’s Response Period, then, after Tenant delivers to Landlord fifteen (15) business days written notice (the “Second Response Period”) and Landlord fails to respond thereto prior to the end of the Second Response Period, the proposed Transfer shall then be deemed approved by Landlord.

  • Payments for Consents Neither the Company nor any of its Subsidiaries or Affiliates may, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Indenture or the Notes unless such consideration is offered to be paid or agreed to be paid to all Holders of the Notes that consent, waive or agree to amend such term or provision within the time period set forth in the solicitation documents relating to the consent, waiver or amendment.

  • Conditions for Advance and Conditions to Closing Section 7.1.