Assignments and Other Transfers. (a) Licensee shall not assign, transfer, sell, mortgage, encumber, sublease or otherwise convey (whether voluntarily, involuntarily or by operation of law) this Agreement or any interest therein, nor license, mortgage, encumber or otherwise grant to any other person or entity (whether voluntarily, involuntarily or by operation of law) any right or privilege in or to the Premises (or any interest therein), in whole or in part, without the prior written consent of Railroad, which consent may be withheld by Railroad in its sole discretion. Any such assignment or other transfer made without Railroad's prior written consent shall be null and void and, at Railroad's option, shall constitute an immediate default of this Agreement. Notwithstanding the foregoing, upon prior written notice to Railroad, Licensee may assign this Agreement to a parent, a wholly-owned subsidiary of Licensee or a wholly-owned subsidiary of Licensee's parent without Railroad's consent; provided, however, that no such assignment shall relieve Licensee of its obligations under this Agreement.
(b) Railroad shall have the right to transfer and assign, in whole or in part, all its rights and obligations hereunder and in or to the Premises. From and after the effective date of any such assignment or transfer, Railroad shall be released from any further obligations hereunder; and Licensee shall look solely to such successor-in-interest of Railroad for the performance of the obligations of "Railroad" hereunder.
Assignments and Other Transfers. The Franchise shall be fully transferable to any successor in interest to the Company. A notice of transfer shall be filed by the Company to the Franchising Authority within forty-five (45) days of such transfer. The transfer notification shall consist of an affidavit signed by an officer or general partner of the transferee that contains the following:
(a) an affirmative declaration that the transferee shall comply with the terms and conditions of this Agreement, all applicable federal, state, and local laws, regulations, and ordinances regarding the placement and maintenance of facilities in any public right-of-way that are generally applicable to users of the public right-of-way and specifically including the Georgia Utility Facility Protection Act (O.C.G.A. § 25-9-1, et seq.);
(b) a description of the transferee’s service area; and
(c) the location of the transferee’s principal place of business and the name or names of the principal executive officer or officers of the transferee. No affidavit shall be required, however, for (i) a transfer in trust, by mortgage, hypothecation, or by assignment of any rights, title, or interest of the Company in the Franchise or in the Cable System in order to secure indebtedness, or (ii) a transfer to an entity directly or indirectly owned or controlled by Comcast Corporation.
Assignments and Other Transfers. (a) Licensee shall not assign, transfer, sell, mortgage, encumber, sublease or otherwise convey (whether voluntarily, involuntarily or by operation of law) this Agreement or any interest therein, nor license, mortgage, encumber or otherwise grant to any other person or entity (whether voluntarily, involuntarily or by operation of law) any right or privilege in or to the Premises (or any interest therein), in whole or in part, without the prior written consent of the City, which consent will be at the discretion of the City. Any such assignment or other transfer made without the City’s prior written consent shall be null and void and, at the City’s option, shall constitute an immediate default of this Agreement. Nevertheless, the City hereby consents to an assignment of the License Agreement to (i) the purchaser of all or substantially all of Licensee’s assets, and (ii) the successor by reason of a merger or consolidation involving Licensee.
(b) The City shall have the right to transfer and assign, in whole or in part, all its rights and obligations hereunder and in or to the Premises. From and after the effective date of any such assignment or transfer, the City shall be released from any further obligations hereunder; and Licensee shall look solely to such successor-in-interest of the City for the performance of the obligations of “the City” hereunder.
Assignments and Other Transfers. The Franchise shall be fully transferable to any successor in interest to the Company. A notice of transfer shall be filed by the Company to the Franchising Authority within forty-five (45) days of such transfer. The transfer notification shall consist of an affidavit signed by an officer or general partner of the transferee that contains the following:
(a) an affirmative declaration that the transferee shall comply with the terms and conditions of this Agreement, all applicable federal, state, and local laws, regulations, and ordinances regarding the placement and maintenance of facilities in any public right-of- way that are generally applicable to users of the public right-of-way and specifically including the Tennessee Underground Utility Damage Prevention Act (T.C.A. § 65-31- 101, et seq.);
(b) a description of the transferee’s service area; and
(c) the location of the transferee’s principal place of business and the name or names of the principal executive officer or officers of the transferee.
Assignments and Other Transfers. Borrowers will not transfer or assign, or grant any exclusive license to, any of the Intellectual Property of material value. Borrowers will not license, sublicense, waive, surrender or abandon any of their Intellectual Property rights except in the ordinary course of business. Notwithstanding such transfer, assignment, license, sublicense, waiver, surrender or abandonment, the Collateral shall remain subject to the security interest granted hereunder, except as released by Lender in writing in reference thereto.
Assignments and Other Transfers. Buyer may freely assign its rights and obligations to an Affiliate formed under the laws of a state in the United States of America. An “Affiliate” shall mean an entity that is directly or indirectly controlled by Guarantor or Guarantor’s permitted assigns, or is directly or indirectly controlled by an entity that directly or indirectly controls Guarantor or Guarantor’s permitted assigns, where control means the right to vote more than fifty percent of the voting interest in the entity. Buyer and Guarantor may, without consent of the State, collectively assign their rights and obligations under this Agreement to a Person that acquires all or substantially all of the Alaska refining assets of Buyer and Guarantor (the “Assignee”), provided that at least 45 Days before the effective date of the assignment the Assignee provides to the State (a) all of the financial information and warranties Guarantor is required to provide under Article V and (b) a copy of the form of the assignment, including Assignee’s obligation to assume and discharge all of Buyer’s and Guarantor’s obligations under this Agreement. If, based on the financial information supplied under Article V, Assignee is required to supply performance assurance under Article VI, the performance assurance in the form and amount required by Article VI must be provided to the State at least 30 Days before the effective date of the assignment. No assignment can be made to an Assignee with long term credit ratings of less than BBB (Standard and Poor’s) or Baa3 (Moody’s). From and after the effective date of the Assignment, Buyer and Guarantor shall be relieved of their rights and obligations under this Agreement except as to any surviving obligations expressed in the Agreement. No assignment shall be effective until after 45 Days’ Notice to the State. Buyer and Guarantor may not otherwise assign their rights or obligations under this Agreement without first obtaining the written consent of the Commissioner, which may not be unreasonably withheld.
Assignments and Other Transfers. Tenant and any purchaser, assignee, sublessee or transferee of the Tenant’s Rights, including without limitation any Lender that obtains any Tenant Rights (each, an “Assignee”) may, with Xxxxxxxx’s written consent, such consent not to be unreasonably delayed or withheld, do any of the following, conditionally or unconditionally, in whole or in part to: (i) sell, convey, assign or transfer the Tenant Rights held by such party; and, (ii) apportion, grant co-leases, subleases, subeasements, co-easements, separate easements, licenses or similar rights (however denominated) to one or more persons, consistent with the terms of this Lease (each an “Assignment”). Tenant will give notice of such Assignment (including the address of the Assignee thereof for notice purposes) to Landlord; provided, however, that failure to give such notice will not constitute a default under this Lease but rather will only have the effect of not binding Landlord with respect to such Assignment and not releasing the assignor from liability under this Lease pursuant to Section 11 (c) until such notice is given. Any transfer, sale, conveyance or assignment by Tenant of any interest in Tenant, or in Tenant’s parent or any Affiliate of Tenant, will not constitute an Assignment for purposes of this Lease but Tenant shall give written notice to Landlord of same.
Assignments and Other Transfers. The Grantee may not transfer the Franchise or any of the Grantee’s rights or obligations in or regarding the System or the Franchise to any person or entity not wholly owned by GTE Corporation, either directly or through a wholly-owned subsidiary, without the prior written consent of the Grantor. Such consent shall not be unreasonably withheld.
Assignments and Other Transfers. No Party may assign its obligations under this Agreement without first obtaining the written consent of the other Party, which consent shall not be unreasonably withheld or delayed. No consent shall be required:
(1) if all or substantially all of the assets of a Party are acquired by another person; (2) if all or substantially all of the Alaska or Xxxx Inlet area assets of a Party are transferred to a wholly owned subsidiary of that Party; or (3) in the event of a merger, consolidation or reorganization of a Party with another person. In the event of an acquisition, asset transfer, merger, reorganization, stock transfer, corporate restructuring or consolidation, the acquiring or surviving entity shall assume the obligations and benefits of this Agreement. Nothing contained in this Section shall in any way prevent any Party from pledging or mortgaging its rights under the Agreement as security for its indebtedness.
Assignments and Other Transfers. The Franchise shall be fully transferable to any successor in interest to the Company. A notice of transfer shall be filed by the Company to the Franchising Authority within forty-five (45) days of such transfer. The transfer notification shall consist of an affidavit signed by an officer or general partner of the transferee that contains the following:
(a) an affirmative declaration that the transferee shall comply with the terms and conditions of this Agreement, all applicable federal, state, and local laws, regulations, and ordinances regarding the placement and maintenance of facilities in any public right-of- way that are generally applicable to users of the public right-of-way and specifically including the Georgia Utility Facility Protection Act (O.C.G.A. § 25-9-1, et seq.);
(b) a description of the transferee’s service area; and
(c) the location of the transferee’s principal place of business and the name or names of the principal executive officer or officers of the transferee.
