Assignment, Lease or Sale of Project or Assignment of Agreement by Company Sample Clauses

Assignment, Lease or Sale of Project or Assignment of Agreement by Company. With the prior written consent of the Trustee, the Issuer and if a Credit Facility is then in effect, the issuer of such Credit Facility (a) the rights of the Company under this Agreement may be assigned by the Company and (b) the Project may be leased or sold as a whole or in part by the Company; provided, however, that (i) no such assignment, lease or sale shall relieve the Company from primary liability for any of its obligations hereunder, and in the event of any assignment, lease or sale, the Company shall continue to remain primarily liable for payments to be made hereunder and for the performance and observance of the other agreements on its part herein provided to be performed and observed by it to the same extent as though no assignment, lease or sale had been made, (ii) each lessee, purchaser or assignee of the Company's interest in this Agreement shall assume the obligations of the Company hereunder to the extent of the interest assigned, leased or sold, and the Company shall, not more than 60 nor less than 30 days prior to the effective date of any such assignment, lease or sale, furnish or cause to be furnished to the Issuer and the Trustee a true and complete copy of each such assignment, lease or purchase contract and assumption of obligations and (iii) prior to any lease or sale, the Company shall have caused to be delivered to the Issuer and the Trustee an opinion of Bond Counsel to the effect that such leasing or sale will not cause interest on the Bonds to be includable in the gross income of the owners thereof for purposes of federal income taxation. Notwithstanding the foregoing, the Company shall be relieved of liability under this Agreement following any such lease or sale, if (A) the Company receives the consent of the Credit Issuer (if a Credit Facility is then in effect) and the Holders of the Bonds, and (B) prior to any such release, the Company shall have caused to be delivered to the Issuer and the Trustee an opinion of Bond Counsel to the effect that such release of liability will not cause interest on the Bonds to be includable in the gross income of the owners thereof for purposes of federal income taxation.
Sample 1
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Related to Assignment, Lease or Sale of Project or Assignment of Agreement by Company

  • Amendment or Assignment of Agreement Any amendment to this Agreement shall be in writing signed by the parties hereto; PROVIDED, that no such amendment shall be effective unless authorized (i) by resolution of the Trustees of the Trust, including the vote or written consent of a majority of the Trustees of the Trust who are not parties to this Agreement or interested persons of either party hereto, and (ii) by vote of a majority of the outstanding voting securities of the Fund affected by such amendment as required by applicable law. This Agreement shall terminate automatically and immediately in the event of its assignment.

  • Assignment of Agreement The following conditions must be satisfied in order to effectuate any assignment of this Agreement:

  • Assignment of Agreements Each applicable Borrower shall have executed and delivered to Lender the Assignments of Agreements, and the Assignments of Agreements shall, to the extent prudent pursuant to local practice, have been irrevocably delivered to an authorized title agent for the Title Insurer for such recordation in the appropriate filing offices in the jurisdiction in which the applicable Individual Property is located.

  • Assignment and Amendment of Agreement This Agreement automatically shall terminate without the payment of any penalty in the event of its assignment. No material amendment of this Agreement shall be effective until approved by the majority of the members of the Board who are not interested persons of the Trust (“Independent Trustees”), the Manager or the Subadviser and the shareholders of the affected Portfolio(s) to the extent required by the 1940 Act. The Subadviser agrees to notify the Manager of any change in control of the Subadviser within a reasonable time after such change.

  • 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 of the Agreement This Agreement and the rights hereunder may be assigned by FirstLink to any majority-owned subsidiary of FirstLink or to an affiliate or party acquiring all or substantially all of the assets of FirstLink upon prior written consent of Owner. Such consent shall not be unreasonably withheld. Alternatively, the Agreement may be assigned by FirstLink to any FirstLink subsidiary so long as FirstLink agrees in writing that it shall remain liable for all obligations arising under this Agreement. FirstLink may also assign this Agreement to any party providing financing to FirstLink; provided that such assignment shall not relieve FirstLink from its obligations hereunder. In connection with a sale or disposition of the Properties, Owner shall request FirstLink's written consent to assign this Agreement and shall require any subsequent owner of the Properties to assume this Agreement and the rights and obligations hereunder. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the respective parties to this Agreement.

  • Amendment and Assignment of Agreement This Agreement may not be amended or assigned without the affirmative vote of a majority of the outstanding voting securities of the Fund, and this Agreement shall automatically and immediately terminate in the event of its assignment.

  • Deed; Xxxx of Sale; Assignment To the extent required and permitted by applicable law, this Agreement shall also constitute a “deed,” “xxxx of sale” or “assignment” of the assets and interests referenced herein.

  • Assignment; Amendment; Miscellaneous (a) This Agreement may not be assigned by either party without the prior written consent of the other.

  • Assignment of Rents and Leases (a) Borrower hereby presently assigns to Agent all of Borrower’s right, title and interest in and to any Leases, as defined hereinafter, with respect to the Property, and all rents, issues and profits of the Property. “Lease” means every lease or occupancy agreement for the use or hire of all or any portion of the Property which shall be in effect on the date hereof, or which shall hereafter be entered into, and by which Borrower is a lessor or the like, and any renewals, extensions or other modifications thereof. Borrower grants to Agent, with or without Agent or any other Person (including, without limitation, a receiver) taking possession of the Property, the right to give notice to the tenants of this assignment, to collect rents, issues and profits from the tenants and to enter onto the Property for the purpose of collecting the same and to let the Property and to apply such rents, issues and profits, after payment of all charges and expenses relating to the Property, to the Obligations. This assignment shall be an absolute assignment, subject to the license herein granted to Borrower and Borrower’s obligations hereunder, and shall continue in effect until the Obligations are fully paid and performed. Agent hereby grants a revocable license to Borrower to collect and use such rents, issues and profits; provided, however, that the foregoing license shall be automatically revoked, without any action on Agent’s part, upon the occurrence of an Event of Default. Notwithstanding any law to the contrary, if there is an Event of Default, and if there is any applicable law requiring Agent to take possession of the Property (or some action equivalent thereto, such as securing the appointment of a receiver) in order for Agent to “perfect” or otherwise “activate” its rights and remedies as set forth herein, then Borrower waives all benefits of such laws and agrees that such laws shall be fully satisfied, without any action on Agent’s part, solely by the occurrence of such Event of Default. If, notwithstanding such waiver by Borrower, such laws require the undertaking of some affirmative act by Agent, Borrower agrees that such laws shall be fully satisfied solely by Agent giving Borrower notice, written or oral, that such Event of Default has occurred and that Agent intends to enforce its rights in any Leases and/or any rents, issues and profits assigned herein.

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