Assignment Permitted. Neither party may assign or otherwise transfer its rights or obligations under this Agreement except as provided in this section.
(a) SWBT may assign its rights, delegate its benefits, and delegate its duties and obligations under this Agreement, without Applicant’s consent, to any entity controlling, controlled by, or under common control with SWBT or which acquires or succeeds to ownership of substantially all of SWBT’s assets.
(b) Applicant may assign its rights, delegate its benefits, and delegate its duties and obligations under this Agreement, without SWBT’s consent, to: any telecommunications carrier or cable system operator which (1) is entitled to access to SWBT’s poles, ducts, conduits, and rights-of-way under the Pole Attachment Act and (2) controls, is controlled by, or is under common control with Applicant or acquires and succeeds to ownership of substantially all of Applicant’s assets; provided, however, that such assignment shall not be effective until Applicant has given SWBT written notice of the assignment pursuant to Section 24.03 and guaranteed the performance of Applicant’s assignee or successor. Applicant’s assignee or successor shall assume all outstanding obligations of Applicant under this Agreement, including but not limited to all liabilities and contingent liabilities of Applicant arising out of or in connection with this Agreement.
(c) Applicant may, ancillary to a bona fide loan transaction between Applicant and any lender, and without SWBT’s consent, grant security interests or make collateral assignments in substantially all of Applicant’s assets, including Applicant’s rights under this Agreement, subject to the express terms of this Agreement. In the event Applicant’s lender, in the bona fide exercise of its rights as a secured lender, forecloses on its security interest or arranges for a third party to acquire Applicant’s assets through public or private sale or through an Agreement with Applicant, Applicant’s lender or the third party acquiring Applicant’s rights under this Agreement shall assume all outstanding obligations of Applicant under the agreement and provide proof satisfactory to SWBT that such lender or third party has complied or will comply with all requirements established under this Agreement. Notwithstanding any provisions of this Agreement to the contrary, such foreclosure by Applicant’s lender or acquisition of assets by such third party shall not constitute a breach of this Agreement and, upon such for...
Assignment Permitted. Purchaser may assign this Contract provided the assignee assumes in writing all obligations and liabilities of Purchaser under this Contract, in which event Purchaser will be relieved of any further liability under this Contract.
Assignment Permitted. Neither party may assign or otherwise transfer its rights or obligations under this Agreement except as provided in this section.
Assignment Permitted. The Member may transfer or assign (including as a pledge or other collateral assignment) in whole or in part the Member’s membership interest in the Company.
Assignment Permitted. (a) Either party shall have the right to assign this IC Agreement or any of its rights and privileges hereunder to any other person, firm or corporation subject to the prior express written consent of the other party and The Company.
(b) If the Independent Consultant intends to delegate duties to service or manage account(s) under this IC Agreement, such delegation may only be made in writing to Active Independent Consultants and shall be subject to consent of all parties, including but not limited to The Company.
(c) If an assignment is contemplated to an assignee which is not an Active Independent Consultant, The Company shall allow thirty (30) days for the assignee to apply to become an Active Independent Consultant.
(d) Consent shall not be unreasonably withheld and shall be specifically reviewable pursuant to the arbitration provisions of this IC Agreement.
Assignment Permitted. 3.22.1 Not to assign or transfer the whole of the Demised Premises without the prior written consent of the Landlord such consent not to be unreasonably withheld subject to the terms contained in clauses 3.22.2 to 3.22.9 (inclusive),
3.22.2 Before any proposed assignment of the Demised Premises, to give the Landlord written notice of its intention to assign together with full and accurate particulars of the proposed assignee and the proposed terms and supplying reasonable evidence of the offer and simultaneously shall make a written offer to the Landlord to make an absolute surrender of this Lease with vacant possession and such offer shall remain open for acceptance within 14 days.
3.22.3 If the Landlord does not within 14 days after receiving written notice under clause 3.23 give the Tenant written acceptance of such offer and then complete a surrender of this Lease on the terms of this clause 3.22 then the Tenant shall (subject to the terms contained in clauses 3.22.5 to 3.22.9) be free to assign this Lease to the proposed assignee referred to in clause 3.22.2 on terms no less beneficial to the Tenant than the terms of such offer to the Landlord.
3.22.4 If the Landlord accepts the offer to surrender the following conditions of sale shall apply:
(a) The estate and interest of the Tenant in the Demised Premises and the Tenant’s and trade fixtures and fittings shall be sold subject to the edition of the Standard Conditions of Sale current at the date when the contract is concluded so far as they are applicable to and not inconsistent with or varied by this Lease;
(b) the surrender shall be completed on the first working day after the expiration of 4 weeks (or such other period as may be agreed) from the date of service by the Landlord of the written acceptance of the offer;
(c) the surrender shall be made with full title guarantee free from all mortgages and charges;
(d) the sale shall be on the footing that the Tenant knows of no overriding interest affecting the Tenant’s estate and interest in the Demised Premises other than those disclosed in the offer and those apparent on inspection;
(e) completion of the surrender shall not prejudice the rights of either party in respect of any antecedent breach of covenant or default by the other.
3.22.5 The Landlord may withhold its consent to a proposed assignment or transfer if any one or more of the following circumstances (which are specified for the purpose of Section 19(1 A) of the 1000 Xxx) exist:
(a) any su...
Assignment Permitted. (a) Not to assign or transfer the whole of the Demised Premises without the prior written consent of the Landlord such consent not to be unreasonably withheld subject to the terms contained in clauses 3.23(b) to 3.23(f) (inclusive),
(b) The Landlord may withhold its consent to a proposed assignment or transfer if any one or more of the following circumstances (which are specified for the purpose of Section 19(1A) of the 1000 Xxx) exist:
(i) any sum properly due from the Tenant under this Lease remains unpaid;
(ii) in the Landlord’s reasonable opinion there is at the date of the application for consent to assign any material outstanding breach of any of the Tenant’s covenants or other terms of this Lease;
(iii) the proposed assignee or transferee (or any guarantor required under clause 3.23(d)(ii)) has or will have immunity from suit or legal process in relation to any breach of any covenants or conditions contained in this Lease;
(iv) the proposed assignee or transferee (or any guarantor required under clause 3.23(d)(ii)) is a corporation registered in a jurisdiction in which there is no reciprocity of treatment for the enforcement of judgments obtained in England and Wales;
(v) the proposed assignee or transferee is a company which is in the same group (within the meaning of Section 42 of the 1954 Act) as the Tenant
(vi) that in the reasonable opinion of the Landlord the proposed assignee is not of sufficient financial standing to enable it to comply with the tenant’s covenants under this Lease.
(c) Clause 3.23(b) shall operate without prejudice to the right of the Landlord to refuse such consent on any other ground or grounds where such refusal would be reasonable;
(d) The Landlord may impose any one or more of the following conditions (which are specified for the purpose of Section 19(1A) of the 1927 Act):
(i) a requirement that the assigning Tenant and in the event of a previous unauthorised assignment a former tenant (as defined in Section 16(6) of the 1000 Xxx) each separately execute as a deed and deliver to the Landlord prior to the assignment in question an authorised guarantee agreement in the form set out in Part 2 of Schedule 5 (to the extent permitted by law);
(ii) a requirement that (to the extent permitted by any surety for the assigning tenant is made party to any authorised guarantee agreement entered into by the assigning tenant in order to guarantee the obligations of the assigning tenant contained in the authorised guarantee agreement;
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Assignment Permitted. Notwithstanding the foregoing, provided no Event of Default has occurred and is continuing under the Lease, upon ten (10) days’ prior written notice to Landlord, Tenant may, without Landlord’s consent, assign or transfer this Lease (i) to an entity into which Tenant is merged or consolidated, provided that such merger or consolidation is for a good business purpose and not principally for the purpose of transferring Tenant’s leasehold estate, (ii) to any entity controlling Tenant, controlled by Tenant or under common control with Tenant (a “Tenant Affiliate”), or (iii) to any entity with a total tangible net worth of Two Hundred Fifty Million and No/l00ths Dollars ($250,000,000.00) or more determined by generally accepted accounting principles; and provided that such successor shall execute an instrument in writing, acceptable to Landlord in its reasonable discretion, fully assuming all of the obligations and liabilities imposed upon Tenant hereunder and deliver the same to Landlord. Further, Tenant may allow or permit any transfer of this Lease, or any interest hereunder, by operation of law.
Assignment Permitted. To the extent necessary, Section 11.08 of -------------------- the Credit Agreement is hereby amended to permit the transactions contemplated hereby.
Assignment Permitted. (1) The Landlord may grant its consent to an assignment of the whole of the Premises if the Tenant first makes a written application to the Landlord for consent and the following conditions have been satisfied:
(a) the Tenant is not in default under this Lease, other than a default which has been waived by the Landlord or remedied by the Tenant;
(b) the Tenant proves to the Landlord's reasonable satisfaction that the incoming tenant is respectable, responsible and solvent and is capable of complying with the Tenant’s obligations under this Lease;
(c) the obligations of the incoming tenant are guaranteed in a form and on terms in each case acceptable to the Landlord;
(d) the Tenant obtains, at its expense, from the incoming tenant and any incoming guarantor an executed deed, in a form reasonably required by the Landlord;
(e) the Tenant pays the Landlord's Costs of considering whether or not to give its consent, whether or not the proposed assignment proceeds; and
(f) the Landlord has obtained any consents that it has agreed to endeavour to obtain.
(2) Despite any other provision of this Lease, any Law or any Requirement, the Landlord may withhold its consent in its absolute discretion to a sublease of the Premises.
