Withholding of Consent Clause Samples
The Withholding of Consent clause defines the circumstances under which one party may refuse to grant approval or permission required by the agreement. Typically, this clause outlines whether consent can be withheld at the party's sole discretion or only for reasonable grounds, and may specify procedures for requesting and responding to consent requests. Its core function is to clarify the boundaries and expectations around decision-making authority, thereby reducing disputes and ensuring both parties understand when and how consent may be denied.
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Withholding of Consent. Whenever consent or approval of either party is required, that party shall not unreasonably withhold, condition or delay such consent or approval, except as may be expressly set forth to the contrary.
Withholding of Consent. Our consent, wherever required, may be withheld if any default by you exists under this Agreement. Prior to any deviation by you from any material term of this Agreement, you must obtain our prior written consent.
Withholding of Consent. The Authority will not unreasonably withhold or delay its decision on whether the proposed transferee is a Suitable Substitute Project Co and it will, without limitation, be reasonable for the Authority to withhold its consent:
(a) if there are unremedied breaches under the Project Agreement and there is no remedial program reasonably acceptable to the Authority in respect of the breaches; or
(b) based on any of the factors set out in Section 16.3 (Factors Authority May Consider) of the Project Agreement with respect to any transfer, including any assignment, to such Person or Change in Control resulting from the transfer.
Withholding of Consent. A party’s sole remedy if the other unreasonably withholds or delays any consent or approval required by the provisions hereof shall be an action for specific performance, and the other party shall not be liable for damages.
Withholding of Consent. Even if the conditions in Section 17.4.A. are satisfied, Franchisor may withhold its consent to a Transfer under this Section 17.4 if:
1. Franchisor determines that the proposed transferee’s debt service or overall financial status will not permit the Hotel to be operated in compliance with the Standards; or
2. an uncured breach or default of a Marriott Agreement exists, and there is no agreement to cure such breach or default in connection with the Transfer; or
3. the Hotel is not in good standing under the Quality Assurance Program.
Withholding of Consent. The Province shall not unreasonably withhold or delay its decision on whether the proposed transferee is a Suitable Substitute Project Co.
Withholding of Consent. Wherever in this Agreement, the Mortgage or any other Loan Document, reference is made to any consent or approval not being "unreasonably withheld" or words of similar import, the same shall be deemed to include within its meaning (unless expressly provided otherwise) that if such consent or approval is to be granted, the same will occur within a commercially reasonable period of time. If Borrower believes that Lender has improperly failed to grant its consent or approval (or otherwise improperly failed to act as requested by Borrower as described in Section 7.17.1 hereof (e.g., determined that a document is not acceptable to Lender) hereunder or under the Mortgage or any other Loan Document (including, without limitation, by failing to respond within a commercially reasonable period of time) where such consent or approval is required to be given by (or such action which was not taken is in breach of) the terms of this Agreement or such other Loan Document, Borrower's sole remedy shall be to obtain declaratory relief in a final, non-appealable judgment determining such withholding to have been improper, whereupon such consent or approval shall be deemed given (or such other action described in Section 7.17.1 hereof shall be deemed taken), and Borrower hereby waives all claims for damages or set-off resulting from any withholding of consent or approval (or failure to take any other action described in Section 7.17.1 hereof) by Lender.
Withholding of Consent. Except where this Agreement expressly requires Company to exercise its reasonable business judgment in deciding to grant or deny approval of any action or request by Franchisee, Company has the absolute right to refuse any request by Franchisee or to withhold its approval of any action by Franchisee in Company's sole discretion. Further, whenever the prior consent or approval of Company is required by this Agreement, Company's consent or approval must be in evidence by a writing unless this Agreement expressly states otherwise.
Withholding of Consent. 27.1 It is expressly understood with respect to Sections 9.1 and 12.1 of this Lease that Landlord shall not be liable for damages, even though withholding of the Landlord's consent shall be found unreasonable, so that Tenant's remedy in such event shall be limited to injunctive relief.
Withholding of Consent. 67 7.18 No Partnership............................................................................................68 7.19