Assignment by Sublessor Sample Clauses

Assignment by Sublessor. Sublessor hereby agrees that for so long as the Technology Agreement remains in force and effect. Sublessor shall not assign its rights as lessee under the Prime Lease (and Sublessor under this Sublease) without the prior written consent of Sublessee, which consent shall not be unreasonably withheld or delayed.
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Assignment by Sublessor. Sublessor shall not sell, assign, convey or otherwise transfer its interest in the Operative Agreements (whether by sale, merger or otherwise) except on the conditions set forth in this Section 15.4. Sublessor may transfer its right, title and interest in the Operative Agreements to (1) Continental, (2) the Head Lessor or (3) the Owner. In addition, Sublessor may transfer its right, title and interest in and to the Operative Agreements to another Person (for the purposes of this Section 15.4, the "Transferee"), subject to the conditions that: (a) The Transferee shall have full power and authority and legal right to execute and deliver and to perform its assumed obligations under this Agreement and the other Operative Agreements and shall provide reasonably satisfactory evidence of such power and authority to Sublessee; (b) The Transferee shall enter into one or more legal, valid, binding and enforceable agreements (and, if such Transferee is not an Affiliate or wholly-owned subsidiary of Sublessor, accompanied by an opinion of counsel reasonably satisfactory to Sublessee addressed to Sublessee to the effect that such agreement or agreements are legal, binding and enforceable in accordance with its or their terms with such exceptions and qualification as are permitted in the comparable opinion delivered on the Delivery Date), pursuant to which such Transferee agrees to be bound by all the terms of, and to undertake all of the obligations arising after such transfer of, the transferring Sublessor contained in the Operative Agreements and in which it makes representations and warranties comparable to those contained in Section 4.2; (c) Any such transfer shall not violate the Act or result in a "prohibited transaction" within the meaning of ERISA; and (d) The Transferee shall be either (i) a United States bank, insurance company or other financial institution with a capital and surplus of at least $10,000,000, or a wholly-owned subsidiary of such a bank, insurance company or other financial institution, or (ii) a corporation which has a net worth of at least $10,000,000 (or is a wholly-owned subsidiary of such a corporation), and, as of the date of such transfer, is an entity experienced in participating as an equity investor in equipment leasing transactions having similar magnitude to this transaction; provided, that if the Transferee does not itself have a capital and surplus or a net worth of at least $10,000,000, the transferring Sublessor shall continue ...
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Assignment by Sublessor. 12.2.1 Sublessor may, at its own expense and without the prior consent of Sublessee, assign or transfer all of its rights and obligations under this Agreement to an Affiliate of Sublessor or to any Person in connection with any merger, reorganization, sale of all or substantially all of its assets or any similar transaction upon providing prior written notice of such assignment to Sublessee, provided that such assignment or transfer does not increase Sublessee’s costs or obligations, it being understood and agreed that any assignment or transfer by Sublessor to any of its Affiliates will not be deemed to increase Sublessee’s costs or obligations. Upon: (a) any such assignment becoming effective; and (b) the assignee assuming all of Sublessor’s obligations under this Agreement, Sublessor will be released of any further obligations under this Agreement. 12.2.2 After written notice from Sublessor of any assignment or transfer of all or any of Sublessor’s rights and obligations under this Agreement, and at Sublessor’s expense, Sublessee will, as soon as practicable, execute any agreements or other instruments that may be reasonably requested by Sublessor in order to allow, give effect to, or perfect any assignment or transfer of Sublessor’s rights and obligations under this Agreement. 12.2.3 In any instance where a transfer or assignment effected by Sublessor is to more than one person, such transferees or assignees will select an agent who will act on behalf of all such transferees or assignees and with whom Sublessee may deal exclusively and notify Sublessee of such agent.
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Assignment by Sublessor. Pursuant to the Security Assignments, Sublessor's right, title and interest in and to this Sublease has been assigned to Lessor as security for Sublessor's obligations under the Lease, and further assigned by Lessor to Agent as security for Lessor's obligations to Agent and the Lenders under the Credit Agreement and the Mortgage. Sublessee hereby accepts and consents to the Security Assignments and the assignment of all of Sublessor's right, title and interest in and to this Sublease to Agent pursuant to the terms thereof, including, without limitation, the right to make all waivers and agreements, to give all notices, consents and releases, to exercise Sublessor's rights and remedies upon an Event of Default hereunder and take all action upon the happening of an Event of Default hereunder or to do any and all other things whatsoever that Sublessor is or may become entitled to do under this Sublease, all or any of which right, remedies, obligations, benefits and interests may be reassigned or retransferred by Agent at any time and from time to time.
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Assignment by Sublessor. Sublessor may, at its own expense and without the prior consent of Sublessee, assign or transfer all of its rights and obligations under this Sublease to (a) any Affiliate of Sublessor at any time or (b) any Person who is not an Affiliate of Sublessor to whom the ATSA is assigned in connection with any merger, reorganization, sale of all or substantially all of its assets or any similar transaction upon providing prior written notice of such assignment to Sublessee, provided that such assignment or transfer does not increase Sublessee’s costs or obligations, it being understood and agreed that any assignment or transfer by Sublessor to any of its Affiliates will not be deemed to increase Sublessee’s costs or obligations. Upon:
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Assignment by Sublessor. Sublessor may assign its rights and grant a security interest in, and pledge any monies receivable under or pursuant to, this Sublease to the Trustee pursuant to the Indenture as security for payment of the principal of and interest on the Bonds.
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Assignment by Sublessor. This Sublease may be assigned by Sublessor subject to the provisions of Section 14.1 of the Master Lease.
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Assignment by Sublessor. Sublessor shall have the right to assign, sell or transfer its rights and obligations under this Sublease, in accordance with the terms of the Master Lease, to any corporation, partnership, or person(s) in Sublessor’s sole discretion and each Condominium Sublessee agrees to execute a written agreement in favor of such corporation, partnership or person(s) attorning to and recognizing such transferee as the Sublessor hereunder, provided such corporation, partnership or person(s) agrees to remain bound by all terms, covenants and conditions of this Sublease. If a Condominium Sublessee does not execute such an agreement, Sublessor shall be deemed, pursuant to the provisions of this Section 14.4, to have a power of attorney to execute such an agreement on such Sublessee’s behalf. Upon execution and delivery of such agreement, Sublessor shall have no further obligation to any Sublessee under this Sublease, including all Condominiums Subleases created pursuant hereto, or otherwise.
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Related to Assignment by Sublessor

  • 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: (a) The Secured Party will be entitled to exercise all of Lessor's rights, but will not be obligated to perform any of the obligations of Lessor. The Secured Party will not disturb Lessee's quiet and peaceful possession and unrestricted use of the Equipment so long as Lessee is not in default and the Secured Party continues to receive all Rent payable under the Schedule; and (b) Lessee will pay all Rent and all other amounts payable to the Secured Party, despite any defense or claim which it has against Lessor. Lessee reserves its right to have recourse directly against Lessor for any defense or claim; (c) Subject to and without impairment of Lessee's leasehold rights in the Equipment, Lessee holds the Equipment for the Secured Party to the extent of the Secured Party's rights in that Equipment.

  • 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.

  • Assignment by Seller The Seller shall have the right, upon notice to but without the consent of the Servicer, to assign, in whole or in part (but exclusive of the Servicer’s rights and obligations as owner of the servicing rights relating to the Mortgage Loans), its interest under this Agreement to the Depositor, which in turn shall assign such rights to the Trustee, and the Trustee then shall succeed to all rights of the Seller under this Agreement. All references to the Seller in this Agreement shall be deemed to include its assignee or designee and any subsequent assignee or designee, specifically including the Trustee.

  • Assignment by Landlord Landlord shall have the right to transfer and assign, in whole or in part, all its rights and obligations hereunder, in the Premises, and in such event and upon such transfer no further liability or obligation shall thereafter accrue against Landlord hereunder.

  • Assignment by Owner 51 Section 12.11

  • Assignment by Depositor Concurrently with the execution of this Agreement, the Depositor shall assign its interest under this Agreement with respect to the Mortgage Loans to the Trustee, and the Trustee then shall succeed to all rights of the Depositor under this Agreement. All references to the rights of the Depositor in this Agreement shall be deemed to be for the benefit of and exercisable by its assignee or designee, specifically including the Trustee.

  • Assignment by Buyer Buyer shall have the right to assign this Agreement to any third party or parties and no consent on the part of Seller shall be required for such assignment, provided however, that any such assignment shall not relieve Buyer of its liabilities and obligations hereunder.

  • Assignment by Purchaser The Purchaser shall have the right, without the consent of the Company but subject to the limit set forth in Section 2.02 hereof, to assign, in whole or in part, its interest under this Agreement with respect to some or all of the Mortgage Loans, and designate any person to exercise any rights of the Purchaser hereunder, by executing an Assignment and Assumption Agreement and the assignee or designee shall accede to the rights and obligations hereunder of the Purchaser with respect to such Mortgage Loans. All references to the Purchaser in this Agreement shall be deemed to include its assignee or designee.

  • Assignment by Company The Company may assign its rights under this Agreement to an affiliate, and an affiliate may assign its rights under this Agreement to another affiliate of the Company or to the Company; provided, however, that no assignment shall be made if the net worth of the assignee is less than the net worth of the Company at the time of assignment. In the case of any such assignment, the term "Company" when used in a section of this Agreement shall mean the corporation that actually employs the Employee.

  • Assignment by Lender Lender's rights under this agreement may be assigned in connection with any assignment or transfer of any senior debt.

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