Assignment at the Request of Owner Sample Clauses

Assignment at the Request of Owner. Subject to the provisions of this Section 11.2.3, Manager shall, upon the written request of Owner, assign all of its rights, benefits, obligations, duties, responsibilities and liabilities under this Agreement to Services Co (or a Controlled subsidiary of Services Co) as soon as reasonably practicable following the formation and capitalization of Services Co (the “Services Co Assignment”). Notwithstanding the foregoing, Owner shall not be permitted to request the Services Co Assignment unless and until (a) all Gaming Approvals have been received with respect to such Services Co Assignment, and (b) any required Approvals from any Governmental Authorities have been received with respect to such Services Co Assignment. Manager acknowledges that Owner may not request the Services Co Assignment until Owner is satisfied, in its sole discretion that Services Co (or a Controlled subsidiary of Services Co) has obtained all items and rights needed to Operate the Managed Facilities under the Brand (including to provide the Centralized Services to the Managed Facilities) all in accordance with this Agreement, which items and rights shall include, without limitation: (i) all intellectual property rights required to grant, maintain and support the licenses and assignments set forth under this Agreement (including under Article VII), (ii) all Corporate Personnel and other personnel required to Operate the Managed Facilities, and (iii) all infrastructure, processes, procedures, contracts, permits, licenses, consents, approvals, assets and other items and rights required to Operate the Managed Facilities. Each of Owner and Manager agrees that upon the effective date of the Services Co Assignment: (A) Xxxxxx’x New Orleans Management Company shall assign all of its rights, benefits, obligations, duties, responsibilities and liabilities under this Agreement to Services Co (or a Controlled subsidiary of Services Co) and Services Co shall automatically and without any further action by any Person become the “Manager” under this Agreement, provided, that Xxxxxx’x New Orleans Management Company (the “Transferring Manager”) shall retain all rights in respect of pre-assignment periods, rights under Section 19.2.7, the right to receive the Management Fees during the Term (and any interest thereon or taxes with respect thereto), any Termination Fee and the right to claim damages in respect of any Owner breach of this Agreement that directly results in a reduced or terminated Managem...
Sample 1
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Assignment at the Request of Owner. Subject to the provisions of this Section 11.2.3, Manager shall, upon the written request of Owner, assign all of its rights, benefits, obligations, duties, responsibilities and liabilities under this Agreement to Services Co (or a Controlled subsidiary of Services Co) as soon as reasonably practicable following the formation and capitalization of Services Co (the “Services Co Assignment”). Notwithstanding the foregoing, Owner shall not be permitted to request the Services Co Assignment unless and until (a) all Gaming Approvals have been received with respect to such Services Co Assignment, and (b) any required Approvals from any Governmental Authorities have been received with
Sample 1

Related to Assignment at the Request of Owner

  • Advance Request To obtain a Term Loan Advance, Borrower shall complete, sign and deliver an Advance Request (at least one (1) Business Day before the Closing Date and at least five (5) Business Days before each Advance Date other than the Closing Date) to Agent. The Lenders shall fund the Term Loan Advance in the manner requested by the Advance Request provided that each of the conditions precedent to such Term Loan Advance is satisfied as of the requested Advance Date.

  • Assignment, Etc The Holder may assign or transfer this Note to any transferee at its sole discretion. This Note shall be binding upon the Company and its successors and shall inure to the benefit of the Holder and its successors and permitted assigns.

  • Lease Assignment To the best of Seller's knowledge, the ------------------ Tenant has not assigned its interest in the Lease or sublet any portion of the premises leased to the Tenant under the Lease.

  • Assignment of Contract Contractor shall not assign or otherwise transfer its rights under this Agreement, without the prior written consent of Client. Any attempt to make such an assignment without Client's consent shall be void. Client's consent shall not be reasonably withheld.

  • ASSIGNMENT BY LESSOR The terms and conditions of each Schedule have been fixed by Lessor in order to permit Lessor to sell and/or assign or transfer its interest or grant a security interest in each Schedule and/or the Equipment to a Secured Party or Assignee. In that event, the term Lessor will mean the Assignee and any Secured Party. However, any assignment, sale, or other transfer by Lessor will not relieve Lessor of its obligations to Lessee and will not materially change Lessee's duties or materially increase the burdens or risks imposed on Lessee. The Lessee consents to and will acknowledge such assignments in a written notice given to Lessee. Lessee also agrees that:

  • Tenant Estoppel Certificate Please refer to the documents described in Schedule 1 hereto, (the “Lease Documents”) including the “Lease” therein described; all defined terms in this Certificate shall have the same meanings as set forth in the Lease unless otherwise expressly set forth herein. The undersigned Tenant hereby certifies that it is the tenant under the Lease. Tenant hereby further acknowledges that it has been advised that the Lease may be collaterally assigned in connection with a proposed financing secured by the Property and/or may be assigned in connection with a sale of the Property and certifies both to Landlord and to any and all prospective mortgagees and purchasers of the Property, including any trustee on behalf of any holders of notes or other similar instruments, any holders from time to time of such notes or other instruments, and their respective successors and assigns (the “Beneficiaries”) that as of the date hereof:

  • Estoppel Certificate Tenant agrees that from time to time, upon not less than seven (7) days' prior written request by Landlord, Tenant will, and Tenant will cause any subtenant, licensee, concessionaire or other occupant of the Premises to, promptly complete, execute and deliver to Landlord or any party or parties designated by Landlord a statement in writing certifying: (i) that this Lease is unmodified and in full force and effect (or if there have been modifications that the same are in full force and effect as modified and identifying the modifications); (ii) the dates to which the Rent and other charges have been paid; (iii) that the Premises have been unconditionally accepted by the Tenant (or if not, stating with particularity the reasons why the Premises have not been unconditionally accepted); (iv) the amount of any Security Deposit held hereunder; (v) that, so far as the party making the certificate knows, Landlord is not in default under any provisions of this Lease, if such is the case, and if not, identifying all defaults with particularity; and (vi) any other matter reasonable requested by Landlord. Any purchaser or Mortgagee of any interest in the Building shall be entitled to rely on said statement. Failure to give such a statement within seven (7) days after said written request shall be conclusive evidence, upon which Landlord and any such purchaser or Mortgagee shall be entitled to rely that this Lease is in full force and effect and Landlord is not in default and Tenant shall be estopped from asserting against Landlord or any such purchaser or Mortgagee any defaults of Landlord existing at that time but Tenant shall not thereby be relieved of the affirmative obligation to give such statement. Moreover, if Tenant fails to deliver or cause to be delivered such statement within said seven (7) day period, Landlord shall be entitled to collect from Tenant upon demand, as liquidated damages occasioned by such delay and not as a penalty (the actual damages resulting from such delay being impossible to ascertain), a sum equal to one-fifteenth of the Monthly Base Rent for each day, up to fifteen (15) days, after the expiration of said seven (7) day period that Tenant fails to deliver such statement. If such failure persists after such fifteen (15) day period, Landlord shall be entitled to pursue any and all remedies it may have with respect to such Default, including termination of this Lease or Tenant's right to possession and collection of damages, including consequential damages, arising by reason for such Default.

  • Assignment by Lessee Lessee may transfer or assign its rights and obligations under this Agreement without the consent of Operator but shall deliver to Operator written notice of such transfer or assignment not less than ten (10) days prior to the effective date thereof; provided, however, in the event of the assignment of this Agreement to a party that is not an Affiliate, Operator shall have the right to terminate this Agreement within 15 days after receipt of written notice of such assignment, which termination will be effective within 30 days of Lessee’s receipt of such termination notice. Any transfer or assignment of this Agreement by Lessee shall include an express assumption by the transferee or assignee of Lessee’s obligations hereunder. Nothing herein shall be deemed to require Lessee to assign or attempt to assign this Agreement to any third party, including any buyer of a Hotel.

  • Notice, Request or Consent Any notice, request or consent to be provided pursuant to this Agreement is to be made in writing and shall be given: If to the Trust: Xxxxxxxx Xxxxx Secretary Xxxxxxx Sachs Variable Insurance Trust 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000 If to the Distributor: Xxxxx XxXxxxxx Xxxxxxx Sachs & Co. 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000 If to the Company: Xxxx X. Xxxx Senior Vice President Forethought Life Insurance Company 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxxxx, XX 00000 or at such other address as such party may from time to time specify in writing to the other party. Each such notice, request or consent to a party shall be sent by registered or certified United States mail with return receipt requested or by overnight delivery with a nationally recognized courier, and shall be effective upon receipt. Notices pursuant to the provisions of Article II may be sent by facsimile to the person designated in writing for such notices.

  • LANDLORD ASSIGNMENT Landlord will have the right to sell, transfer or assign, in whole or in part, its rights and obligations under this Lease. Any such sale, transfer or assignment will operate to release Landlord from any and all liability under this Lease arising after the date of such sale, assignment or transfer, so long as successor landlord assumes the obligations of landlord hereunder.

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