Common use of Assignment; Subletting; Sale of Franchise Clause in Contracts

Assignment; Subletting; Sale of Franchise. (a) Assignment by the StadCo. StadCo shall not sell, assign, transfer, mortgage, pledge, hypothecate, encumber, sublet, license or grant a security interest in or upon its rights under this Agreement, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise (collectively, “Assign” or an “Assignment”) without (x) the Approval of the Authority and (y) the prior receipt of all necessary MLB Approvals; provided, however, that the Authority hereby acknowledges, agrees, and Approves that (i) StadCo may sublease or license the Premises to TeamCo pursuant to the Team Use Agreement and delegate its obligations, liabilities, and duties under this Agreement to TeamCo, or as otherwise set forth herein, and (ii) (A) any of the obligations, liabilities or duties of StadCo under this Agreement, the Development Agreement, and the other Project Documents may be performed by StadCo, TeamCo, a related entity of StadCo or TeamCo or a third Person with common beneficial or equity ownership with StadCo or TeamCo (including trusts or other entities established for the benefit of one or more of TeamCo’s ownership or one or more family members of TeamCo’s ownership) and (B) StadCo, TeamCo, a related entity of StadCo or TeamCo or a third Person with common beneficial or equity ownership with StadCo or TeamCo (including trusts or other entities established for the benefit of one or more of TeamCo’s ownership or one or more family members of TeamCo’s ownership) may receive revenues to which StadCo or TeamCo is entitled under this Agreement or the Act. If StadCo Assigns this Agreement or delegates its obligations hereunder as permitted above, StadCo shall, subject to Section 17.1(c) (Assignee Assumption of StadCo Rights and Obligations), remain liable for performance of any obligations, liabilities or duties that are assigned or delegated by it. For purposes of this Agreement, the term “Assignment” shall also include any issuance or transfer of any securities or interests having ordinary voting power for the election of directors (or other comparable controlling body) of StadCo or HoldCo or any transfer or any equity or beneficial interest in StadCo or HoldCo that results in either (i) a change of the Controlling Person, if any, of StadCo or HoldCo or (ii) creation of a Controlling Person of StadCo or HoldCo, where none existed before. The Authority and StadCo agree that, notwithstanding the foregoing, the term “

Appears in 1 contract

Samples: Stadium Lease Agreement

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Assignment; Subletting; Sale of Franchise. (a) Assignment by the StadCo. StadCo shall not sell, assign, transfer, mortgage, pledge, hypothecate, encumber, sublet, license or grant a security interest in or upon its rights under this Agreement, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise (collectively, “Assign” or an “Assignment”) without (x) the Approval of the Authority and (y) the prior receipt of all necessary MLB ApprovalsAuthority; provided, however, that the Authority hereby acknowledges, agrees, and Approves that (i) StadCo may sublease or license the Premises to TeamCo the Team pursuant to the Team Use Agreement and delegate its obligations, liabilities, and duties under this Agreement to TeamCothe Team, or as otherwise set forth herein, and (ii) (A) any of the obligations, liabilities or duties of StadCo under this Agreement, the Development Agreement, Agreement and the other Project Documents may be performed by StadCo, TeamCothe Team, a related entity of StadCo or TeamCo Team or a third Person with common beneficial or equity ownership with StadCo or TeamCo the Team (including trusts or other entities established for the benefit of one or more of TeamCothe Team’s ownership or one or more family members of TeamCothe Team’s ownership) and (B) StadCo, TeamCothe Team, a related entity of StadCo or TeamCo Team or a third Person with common beneficial or equity ownership with StadCo or TeamCo the Team (including trusts or other entities established for the benefit of one or more of TeamCothe Team’s ownership or one or more family members of TeamCothe Team’s ownership) may receive revenues to which StadCo or TeamCo Team is entitled under this Agreement or the Act. If StadCo Assigns this Agreement or delegates its obligations hereunder as permitted above, StadCo shall, subject to Section 17.1(c) (Assignee Assumption of StadCo Rights and Obligations), shall remain liable for performance of any obligations, liabilities or duties that are assigned or delegated by it. For purposes of this Agreement, the term “Assignment” shall also include any issuance or transfer of any securities or interests having ordinary voting power for the election of directors (or other comparable controlling body) of StadCo or HoldCo or any transfer or any equity or beneficial interest in StadCo or HoldCo that results in either (i) a change of the Controlling Person, if any, of StadCo or HoldCo or (ii) creation of a Controlling Person of StadCo or HoldCo, where none existed before. The Authority and StadCo agree that, notwithstanding the foregoing, the term “other

Appears in 1 contract

Samples: Stadium Lease Agreement

Assignment; Subletting; Sale of Franchise. (a) Assignment by the StadCo. StadCo shall not sell, assign, transfer, mortgage, pledge, hypothecate, encumber, sublet, license or grant a security interest in or upon its rights under this Agreement, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise (collectively, “Assign” or an “Assignment”) without (x) the Approval of the Authority and (y) the prior receipt of all necessary MLB ApprovalsAuthority; provided, however, that the Authority hereby acknowledges, agrees, and Approves that (i) StadCo may sublease or license the Premises to TeamCo the Team pursuant to the Team Use Agreement and delegate its obligations, liabilities, and duties under this Agreement to TeamCothe Team, or as otherwise set forth herein, and (ii) (A) any of the obligations, liabilities or duties of StadCo under this Agreement, the Development Agreement, and the other Project Documents may be performed by StadCo, TeamCothe Team, a related entity of StadCo or TeamCo Team or a third Person with common beneficial or equity ownership with StadCo or TeamCo the Team (including trusts or other entities established for the benefit of one or more of TeamCothe Team’s ownership or one or more family members of TeamCothe Team’s ownership) and (B) StadCo, TeamCothe Team, a related entity of StadCo or TeamCo Team or a third Person with common beneficial or equity ownership with StadCo or TeamCo the Team (including trusts or other entities established for the benefit of one or more of TeamCothe Team’s ownership or one or more family members of TeamCothe Team’s ownership) may receive revenues to which StadCo or TeamCo Team is entitled under this Agreement or the Act. If StadCo Assigns this Agreement or delegates its obligations hereunder as permitted above, StadCo shall, subject to Section 17.1(c) (Assignee Assumption of StadCo Rights and Obligations), shall remain liable for performance of any obligations, liabilities or duties that are assigned or delegated by it. For purposes of this Agreement, the term “Assignment” shall also include any issuance or transfer of any securities or interests having ordinary voting power for the election of directors (or other comparable controlling body) of StadCo or HoldCo or any transfer or any equity or beneficial interest in StadCo or HoldCo that results in either (i) a change of the Controlling Person, if any, of StadCo or HoldCo or (ii) creation of a Controlling Person of StadCo or HoldCo, where none existed before. The Authority and StadCo agree that, notwithstanding the foregoing, the term “

Appears in 1 contract

Samples: Stadium Lease Agreement

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Assignment; Subletting; Sale of Franchise. (a) Assignment by the StadCo. StadCo shall not sell, assign, transfer, mortgage, pledge, hypothecate, encumber, sublet, license or grant a security interest in or upon its rights under this Agreement, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise (collectively, “Assign” or an “Assignment”) without (x) the Approval of the Authority and (y) the prior receipt of all necessary MLB Approvals; provided, however, that the Authority hereby acknowledges, agrees, and Approves that (i) StadCo may sublease or license the Premises to TeamCo pursuant to the Team Use Agreement and delegate its obligations, liabilities, and duties under this Agreement to TeamCo, or as otherwise set forth herein, and (ii) (A) any of the obligations, liabilities or duties of StadCo under this Agreement, the Development Agreement, and the other Project Documents may be performed by StadCo, TeamCo, a related entity of StadCo or TeamCo or a third Person with common beneficial or equity ownership with StadCo or TeamCo (including trusts or other entities established for the benefit of one or more of TeamCo’s ownership or one or more family members of TeamCo’s ownership) and (B) StadCo, TeamCo, a related entity of StadCo or TeamCo or a third Person with common beneficial or equity ownership with StadCo or TeamCo (including trusts or other entities established for the benefit of one or more of TeamCo’s ownership or one or more family members of TeamCo’s ownership) may receive revenues to which StadCo or TeamCo is entitled under this Agreement or the Act. If StadCo Assigns this Agreement or delegates its obligations hereunder as permitted above, StadCo shall, subject to Section 17.1(c) (Assignee Assumption of StadCo Rights and Obligations), remain liable for performance of any obligations, liabilities or duties that are assigned or delegated by it. For purposes of this Agreement, the term “Assignment” shall also include any issuance or transfer of any securities or interests having ordinary voting power for the election of directors (or other comparable controlling body) of StadCo or HoldCo or any transfer or any equity or beneficial interest in StadCo or HoldCo that results in either (i) a change of the Controlling Person, if any, of StadCo or HoldCo or (ii) creation of a Controlling Person of StadCo or HoldCo, where none existed before. The Authority and StadCo agree that, notwithstanding the foregoing, the term “receive

Appears in 1 contract

Samples: Stadium Lease Agreement

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