Conditions to Consent Clause Samples

Conditions to Consent. Notwithstanding anything to the contrary contained herein, it shall not be unreasonable for Landlord to withhold its consent to any proposed assignment or sublease if (i) Tenant proposes to assign this Lease or sublease the Premises or any portion thereof to any person or entity with whom Landlord is then negotiating for the rental of other space in the Building or who is a tenant in the Building or in any building owned by Landlord or its affiliate now or in the future located at 700 or ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇; ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇; Billerica Business Center, Billerica and Tewksbury, Massachusetts; ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇; 220 or ▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇; or 19 or ▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇; or (ii) with respect to a proposed assignment of this Lease, the net worth of any such proposed assignee is less than the greater of (A) the net worth of Tenant on the date hereof or (B) the net worth of Tenant at the time of any such assignment; or (iii) in Landlord’s reasonable judgment the proposed assignee or subtenant is engaged in a business which is not in keeping with the then standards of the Building and the proposed use is not limited to the Permitted Use; or (iv) there are then two (2) or more leases or subleases in effect with respect to the Premises (including this Lease) (provided, however, that it is hereby agreed and acknowledged that in no event shall Landlord’s right to withhold consent be limited to the basis set forth in clauses (i) through (iv) above, so long as the basis for such withholding is reasonable). Landlord’s consent shall be granted only if the assignee or subtenant shall promptly execute, acknowledge, and deliver to Landlord an agreement in form and substance satisfactory to Landlord whereby the assignee or subtenant shall agree to be bound by and upon the covenants, agreements, terms, provisions and conditions set forth in this Lease other than the payment of Rent hereunder.

Conditions to Consent. As a condition precedent to obtaining Landlord’s written consent for any Alterations, (a) Landlord may require Tenant to pay Landlord a reasonable fee to reimburse Landlord for overhead and administrative costs Landlord incurs in connection with its supervision of Tenant’s Alterations (not to exceed five percent (5%) of the cost of such Alterations), and (b) Tenant agrees to obtain and deliver to Landlord conditional and unconditional waivers of mechanics’ liens on the Land and Building for all work, labor, and services to be performed, and materials to be furnished, by Tenant’s contractors and suppliers for the Alterations. All Alterations must conform to all Applicable Laws, must conform harmoniously with the Building’s design and interior decoration, and, except as approved by Landlord for a proposed Alteration, must not require any changes to or modifications of any of the Building’s structural components or mechanical, electrical, HVAC, plumbing, or other systems. Tenant shall keep the Building and Project lien free in the construction of any Alterations.

Conditions to Consent. Lender reserves the right to condition its consent to any sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment or other transfer under this Article VIII upon (a) its receipt of all information regarding the proposed transferee which Lender deems necessary to underwrite the credit-worthiness and managerial expertise of the proposed transferee at least sixty (60) days prior to the proposed Transfer, (b) Lender's receipt of an assumption fee equal to one-half of one percent (0.5%) of the then outstanding balance (including principal and interest) of the Loan, (c) payment of all costs, fees and expenses of Lender and its counsel in connection with the Transfer, (d) execution and delivery of Lenders' form of assumption agreement, indemnities, guaranties, ratifications, financing statements, note modifications, opinions and all other agreements required by Lender, (e) delivery of all title, casualty, liability and other insurance policies, endorsements and certificates required by Lender, and (f) satisfaction of such other conditions as Lender shall determine in its sole discretion. No request for consent will be entertained by Lender if the Loan is in default or if the Transfer is to occur within sixty (60) days of any contemplated sale of the Loan by Lender, whether in connection with a securitization or otherwise. Any approval or denial of consent to a Transfer prohibited under this Article VIII shall be in the sole and absolute discretion of Lender.

Conditions to Consent. If Landlord consents to a proposed Transfer, then the proposed transferee shall deliver to Landlord a written agreement whereby it expressly assumes Tenant’s obligations hereunder; however, any transferee of less than all of the space in the Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for the period of the Transfer. No Transfer shall release Tenant from its obligations under this Lease, but rather Tenant and its transferee shall be jointly and severally liable therefor. Landlord’s consent to any Transfer shall not waive Landlord’s rights as to any subsequent Transfers. If an Event of Default occurs while the Premises or any part thereof are subject to a Transfer, then Landlord, in addition to its other remedies, may collect directly from such transferee all rents becoming due to Tenant and apply such rents against Rent. Tenant authorizes its transferees to make payments of rent directly to Landlord upon receipt of notice from Landlord to do so following the occurrence of an Event of Default hereunder. Tenant shall pay for the cost of any demising walls or other improvements necessitated by a proposed subletting or assignment.

Conditions to Consent. As a condition to Landlord’s prior written consent as provided for in this Article 22, (i) Tenant shall pay to Landlord a nonrefundable review fee of $500.00 plus Landlord’s reasonable legal and consultant fees and costs incurred due to the request to transfer, (ii) Tenant shall provide to Landlord such background, financial and other information as Landlord may request to evaluate the proposed transfer, (iii) the transferee(s) shall agree in writing to comply with and be bound by all of the terms, covenants, conditions, provisions and agreements of this Agreement, and (iv) Tenant shall deliver to Landlord, promptly after execution, an executed copy of each transfer instrument and an agreement of said compliance by each transferee. Tenant agrees, by way of example and without limitation, that it shall not be unreasonable for Landlord to withhold its consent to a proposed assignment or subletting if (a) Landlord determines that the proposed assignee’s or subtenant’s use of the Premises conflicts with Section 1.10 or conflicts with any other provision under this Agreement; (b) Landlord determines that the proposed assignment or subletting would breach a covenant, condition or restriction in any encumbrance, financing agreement or other agreement relating to the Premises or this Agreement; or (c) an Event of Default under Article 20 has occurred and is continuing at the time of Tenant’s request for Landlord’s consent, or as of the effective date of such assignment or subletting.

Conditions to Consent. If Landlord consents to any such transfer, assignment or subletting hereunder for which its consent is required, the same shall not be effective unless and until (a) Tenant gives written notice thereof to Landlord and (b) such transferee, assignee or sublessee shall deliver to Landlord: (i) a written agreement in form and substance satisfactory to Landlord pursuant to which such transferee, assignee or sublessee assumes all of the obligations and liabilities of Tenant hereunder that accrue after the date of the assignment or sublease; (ii) a certified copy of the assignment agreement or sublease; and (iii) the assignor agrees in writing satisfactory to Landlord in form and substance to remain liable under this Lease. Tenant shall pay Landlord's reasonable attorneys' fees and other actual out-of-pocket costs incurred in connection with ▇▇▇▇▇▇'s request for any Landlord’s consent. If this Lease is transferred or assigned, as aforesaid, or if the Premises or any part thereof be sublet or occupied by anybody other than Tenant, in violation of this Lease, then Landlord, whether before or after default by Tenant, may, in addition to, and not in diminution of or substitution for, any other rights and remedies under this Lease or pursuant to law which Landlord may be entitled as a result thereof, collect rent from the transferee, assignee, subtenant or occupant and apply the net amount collected to the Rent herein reserved, but no such transfer, assignment, subletting, occupancy or collection shall be deemed a waiver of Landlord’s right to give or withhold consent to any transfer, assignment, mortgaging, or encumbering of the Premises, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained.

Conditions to Consent. Landlord reserves the right to condition any approval to assignee sublet upon Landlord’s determination that (a) the proposed assignee or subtenant shall conduct a business on the Premises of a quality substantially equal to that of Tenant and consistent with the general character of the other occupants of the Office Building Project and not in violation of any exclusives or rights then held by other tenants, and (b) the proposed assignee or subtenant be at least as financially responsible as Tenant was expected to be at the time of the execution of this Lease or of such assignment or subletting, whichever is greater.

Conditions to Consent. The consent provided for in Section 2.1 of this Consent is subject to the following conditions: (a) Each Proposed Transaction shall be consummated and become effective simultaneously with the consummation and effectiveness of all of the other Proposed Transactions (the date of the consummation of the Proposed Transactions being hereinafter referred to as the "Transaction Closing Date"); (b) No Term Loan (as defined in the Talley Canada Loan Agreement) has been made by th▇ ▇▇▇▇ower to Talley Canada pursuant to the Talley Canada Loan ▇▇▇▇▇▇ent and, as of the date ▇▇▇▇▇▇, the outstanding principal balance of the Talley Canada Revolving Note is zero; (▇) ▇he Agent shall have reviewed and approved all documents and instruments to be executed and delivered in connection with the Talley Canada Loan Termination, and such Proposed ▇▇▇▇▇actions shall be consummated in accordance therewith; (d) The Purchase and Sale Transaction shall be consummated strictly in accordance with the terms of the Purchase and Sale Agreement substantially in the form transmitted from Brenda L. Bolt, under cover of letter dated March ▇▇, ▇▇▇▇, ▇▇ Alan M. Christenfeld, with material changes to su▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ been approved by the Lenders; (e) The Agent shall have received a copy of the resolutions of the Board of Directors of the Borrower and the resolutions of the sole shareholder of Talley Canada (each in form and substance reasona▇▇▇ ▇▇tisfactory to the Agent) authorizing (i) the execution, delivery and performance of this Consent, the documents referred to herein, and the other Loan Documents contemplated hereby and thereby, and (ii) the consummation of the Proposed Transactions and the other transactions contemplated hereby and thereby, all certified by the Secretary or an Assistant Secretary of each of the Borrower and Talley Canada on the date hereof. Such certifica▇▇▇ ▇▇all state that the resolutions set forth therein have not been amended, modified, revoked or rescinded as of the date of such certificate; (f) No Default, Event of Default or Subsidiary Event of Default shall have occurred and be existing either on the date hereof, immediately after giving effect to this Consent, or on the Transaction Closing Date; (g) The representations and warranties contained herein, in the Loan Agreement and in all other Loan Documents (other than representations and warranties that expressly speak only as of a specified different date) shall be true and correct as of the date hereof, imme...

Conditions to Consent. Unless all of the following conditions are satisfied to Landlord's satisfaction in a written agreement between the ASP and Tenant or by any other means acceptable to Landlord, it shall be reasonable for Landlord to refuse its consent: