Assignment to Successor or Affiliate Sample Clauses

Assignment to Successor or Affiliate. Notwithstanding anything to the contrary in Section 26.1, the Port agrees that it will not unreasonably condition or withhold its consent to an assignment and transfer this Lease Agreement and all rights, title, and interest hereunder by Operator to: (i) any corporation or other legal entity which at the time of such assignment is a parent of, subsidiary of or under common ownership and control with the Operator, (ii) to any corporation or other legal entity with which the Operator may merge or into which it may consolidate, or (iii) to any person, firm or corporation which may acquire all or substantially all of Operator’s rental car business or assets; provided in each instance the surviving, resulting or transferee corporation expressly assumes in writing all the obligations of Operator contained in this Lease Agreement and the surviving, resulting or transferee corporation or other legal entity, as the case may be, has a consolidated net worth (after giving effect to such consolidation, merger or transfer) at least equal to that of the Operator on: (x) the date on which Operator last submitted a bid for a Concession Agreement, or (y) immediately prior to such consolidation, merger or transfer, whichever is greater. The term "Net Worth" as used in this Section means the difference obtained by subtracting total liabilities from total assets of the Operator and all of its subsidiaries in accordance with generally accepted accounting principles.
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Assignment to Successor or Affiliate. Notwithstanding anything to the contrary in Section 26.1, the Port agrees that it will not unreasonably condition or withhold its consent to an assignment and transfer this Concession Agreement and all rights, title, and interest hereunder by Concessionaire to: (i) any corporation or other legal entity which at the time of such assignment is a parent of, subsidiary of or under common ownership and control with the Concessionaire, (ii) to any corporation or other legal entity with which the Concessionaire may merge or into which it may consolidate, or (iii) to any person, firm or corporation which may acquire all or substantially all of Concessionaire’s rental car business or assets; provided in each instance the surviving, resulting or transferee corporation expressly assumes in writing all the obligations of Concessionaire contained in this Concession Agreement and the surviving, resulting or transferee corporation or other legal entity, as the case may be, has a consolidated net worth (after giving effect to such consolidation, merger or transfer) at least equal to that of the Concessionaire on: (x) the date on which Concessionaire last submitted a bid for a Concession Agreement, or (y) immediately prior to such consolidation, merger or transfer, whichever is greater. The term “Net Worth” as used in this Section means the difference obtained by subtracting total liabilities from total assets of the Concessionaire and all of its subsidiaries in accordance with generally accepted accounting principles.
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Related to Assignment to Successor or Affiliate

  • Assignment; Successors Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto in whole or in part (whether by operation of Law or otherwise) without the prior written consent of the other party, and any such assignment without such consent shall be null and void. This Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns.

  • Assignment; Successors and Assigns Neither of the parties hereto may assign its rights or interest under this Indenture, except as provided in Section 9.8 in the case of the Warrant Agent, or as provided in Section 8.2 in the case of the Corporation. Subject thereto, this Indenture shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.

  • Assignment and Successors The Company shall assign its rights and obligations under this Agreement to any successor to all or substantially all of the business or the assets of the Company (by merger or otherwise). This Agreement shall be binding upon and inure to the benefit of the Company, Executive, and their respective successors, assigns, personnel, and legal representatives, executors, administrators, heirs, distributees, devisees, and legatees, as applicable. None of Executive’s rights or obligations may be assigned or transferred by Executive, other than Executive’s rights to payments hereunder, which may be transferred only by will, operation of law, or as otherwise provided herein.

  • ASSIGNMENT AND SUCCESSION The rights and obligations of Company under this Agreement shall inure to the benefit of and be binding upon its respective successors and assigns, and Executive’s rights and obligations hereunder shall inure to the benefit of and be binding upon his Designated Successors. Executive may not assign any obligations or responsibilities he has under this Agreement.

  • Permitted Assignment by Seller Seller may (i) assign this Agreement without consent of Buyer to an Affiliate of Seller or a purchaser of all or substantially all of the Seller’s assets used in connection with performing this Agreement, upon a showing of the proposed assignee’s technical and financial capability to fulfill the requirements of Seller under this Agreement, as determined by Buyer in its reasonable discretion, or (ii) transfer, pledge, encumber or assign the Facility, this Agreement or the accounts, revenues or proceeds under the Agreement as security for the project financing associated with the Facility.

  • Assignment or Sub-Contracting The terms, covenants, and conditions contained herein shall apply to and bind the heirs, successors, executors, administrators and assigns of the Parties. Furthermore, neither the performance of this Contract nor any portion thereof may be assigned or sub-contracted by Contractor without the express written consent of County. Any attempt by Contractor to assign or sub-contract the performance or any portion thereof of this Contract without the express written consent of County shall be invalid and shall constitute a breach of this Contract.

  • Successors and Assignment This Agreement shall (a) be binding upon and inure to the benefit of all successors and assigns of the Company (including any transferee of all or a substantial portion of the business, stock and/or assets of the Company and any direct or indirect successor by merger or consolidation or otherwise by operation of law), and (b) be binding on and shall inure to the benefit of the heirs, personal representatives, executors and administrators of the Independent Director. The Independent Director has no power to assign this Agreement or any rights and obligations hereunder.

  • ASSIGNMENT OR SUBLEASE Lessee may not assign or transfer this Agreement or any interest therein, sublease any interest covered by this Agreement or encumber, hypothecate or otherwise give as security this Agreement or any interest therein without the prior written consent of Lessor, which consent shall not be unreasonably withheld. No assignment, transfer or sublease shall be effective as against Lessor for any purpose unless Lessor shall have consented thereto in writing prior to such assignment, transfer or sublease and unless all sums due from Lessee, together with any costs to Lessor to cover reasonable legal and other expenses of Lessor in connection with such assignment, transfer or sublease, shall have been paid to Lessor. Each and every attempt to assign, transfer, sublease, encumber or hypothecate this Agreement or any interest therein in a manner contrary to that set forth herein may be deemed a default by Lessee hereunder. Lessor's consent to one assignment, transfer or sublease by Lessee or acceptance of performance from an assignee, transferee or sublessee shall not be deemed a waiver by Lessor of the restrictions of this paragraph as to subsequent attempts to assign, transfer or sublease by Lessee or Lessee's heirs, successors, assigns, transfers or sublessees. As used herein, the terms Lessor and Lessee shall be deemed to include their respective heirs, successors, assigns, transferees and sublessees. The terms, conditions and covenants contained in this Agreement shall apply to, inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign in any manner whatsoever, in whole or in part, all of its rights and obligations hereunder and in the Site, and in such event Lessor shall be released from any further obligations hereunder and the successor-in-interest of Lessor shall have all the rights and obligations hereunder and in the Site with respect to Lessee.

  • PAYMENT TO SUB-CONTRACTORS 12.1 Transnet reserves the right, in its sole discretion, to make payment directly to the sub-contractor of the Supplier/Service Provider, subject to the following conditions:

  • Successors and Assigns; Assignment Except as otherwise provided in this Agreement, this Agreement, and the rights and obligations of the parties hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives. The Company may assign any of its rights and obligations under this Agreement. No other party to this Agreement may assign, whether voluntarily or by operation of law, any of its rights and obligations under this Agreement, except with the prior written consent of the Company.

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