Assignments by Developer Sample Clauses

Assignments by Developer. The rights, duties and obligations hereunder of the Developer may not be assigned, in whole or in part, to another entity, without the prior approval of the City's governing body, in its sole discretion, following verification by the City Attorney that the assignment complies with the terms of this Agreement. Any proposed assignee shall have qualifications, experience and financial responsibility, as reasonably determined by the City, necessary and adequate to fulfill the obligations of the Developer with respect to the portion of the Property and/or this Agreement being transferred. Any proposed assignee shall, by instrument in writing, for itself and its successors and assigns, and expressly for the benefit of the City, assume all of the obligations of the Developer under this Agreement and agree to be subject to all the conditions and restrictions to which the Developer is subject (or, in the event the transfer is of or relates to a portion of the Property, such obligations, conditions and restrictions to the extent that they relate to such portion). The Developer shall not be relieved from any obligations set forth herein unless and until the City specifically agrees to release the Developer. The Developer agrees, at Developer’s cost, to promptly record all assignments in the office of the Department of Records and Tax Administration of Xxxxxxx County, Kansas, in a timely manner following the execution of such agreements.
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Assignments by Developer. The rights, duties and obligations hereunder of the Developer may not be assigned, in whole or in part, to another entity, without the prior approval of the City's governing body, which approval may be granted or withheld in its sole discretion based upon the governing body's findings about whether or not the proposed assignee shall have the commercially reasonable qualifications, experience and financial responsibility which are necessary and adequate to fulfill the obligations of the Developer with respect to the portion of the Project and/or this Agreement being transferred. The City hereby understands and agrees that any approval of the City's governing body pursuant to the prior sentence shall release Developer from the obligations set forth in this Agreement. Any proposed assignee shall, by instrument in writing, for itself and its successors and assigns, and expressly for the benefit of the City, assume all of the obligations of the Developer under this Agreement and agree to be subject to all the conditions and restrictions to which the Developer is subject (or, in the event the transfer is of or relates to a portion of the Project, such obligations, conditions and restrictions to the extent that they relate to such portion). The Developer agrees, at Developer’s cost, to promptly record all assignments in the office of the Department of Records and Tax Administration of Xxxxxxx County, Kansas, in a timely manner following the execution of such agreements.
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Assignments by Developer. (a) Prior to Final Completion of each Phase of the Project, Developer may not assign Developer's rights, duties, or obligations under this Agreement, in whole or in part, to another person or entity, without the prior approval of City, which approval may be granted or withheld in City's sole discretion. After Final Completion of each Phase of the Project, Developer may not assign Developer's rights, duties, or obligations under this Agreement, in whole or in part, to another person or entity, without the prior approval of City; provided, that City's approval shall not be unreasonably withheld, conditioned, or delayed, so long as the proposed assignee shall have qualifications, experience, and financial responsibility, as reasonably determined by City, necessary and adequate to fulfill the obligations of Developer with respect to the Project and this Agreement. (b) Notwithstanding the foregoing, Developer may, without City's consent, assign Developer's rights, duties, or obligations under this Agreement, in whole or in part, to (i) any entity owned or controlled by a Van Tuyl Party (each, a "Van Tuyl Entity"), (ii) any subsidiary or other entity owned at least 51%, directly or indirectly, by Developer or a Van Tuyl Entity, or (iii) any person, firm, corporation or other entity who is the purchaser of all or substantially all of the assets of Developer or is the successor to substantially all the assets and business of Developer by virtue of a corporate merger or consolidation of, with or into Developer; provided, that in any of the foregoing cases, (ix) the assignee has a net worth equal to or greater than the then-current Developer, or (x) Developer, or the assignee provides a guaranty of Agreement from Developer, a Van Tuyl Entity, or another guarantor reasonably acceptable to City. For purposes of this Agreement, a "Van Tuyl Party" means: (a) Xxxxx X. Xxx Xxxx; (b) any spouse, sibling, or descendant of Xxxxx X. Xxx Xxxx; (c) any trust or family partnership established primarily for the benefit of one or more of the Persons described in subparagraphs (a) and/or (b) above; (d) the estate of any of the Persons described in subparagraphs (a) and/or (b) above; and/or (e) any corporation, partnership, limited liability company, joint venture, or any other entity that is controlled by any of the foregoing Persons. "Person" or "person" - means any individual, company, trust or other legal entity of any kind whatsoever, or other organization, whether or not a leg...
Sample 1Sample 2Sample 3
Assignments by Developer. The rights, duties and obligations hereunder of Developer may not be assigned, in whole or in part, to another entity, without the prior approval of the City's governing body, which approval may be granted or withheld in its sole discretion. Any proposed assignee shall, by instrument in writing, for itself and its successors and assigns, and expressly for the benefit of the City, assume all of the obligations of Developer under this Agreement and agree to be subject to all the conditions and restrictions to which Developer is subject (or, in the event the transfer is of or relates to only a portion of the Project, then such obligations, conditions and restrictions to the extent that they relate to such portion). Developer (and any guarantor of Developer) shall not be relieved from any obligations set forth herein unless and until the City specifically agrees to release Developer (and/or any guarantor of Developer). Xxxxxxxxx agrees, at Xxxxxxxxx’s cost, to promptly record all assignments in the office of the Department of Records and Tax Administration of Xxxxxxx County, Kansas, in a timely manner following the execution of such agreements.
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Assignments by Developer. The Project Site and the rights, duties and obligations hereunder of the Developer may not be conveyed or assigned, in whole or in part, to another entity, without the prior approval of the City's governing body, which approval may not be unreasonably withheld, following verification by the City Attorney that the assignment complies with the terms of this Agreement. Any proposed assignee shall have qualifications and financial responsibility, as reasonably determined by the City, necessary and adequate to fulfill the obligations of the Developer with respect to the portion of the Project and/or this Agreement being transferred. Any proposed assignee shall, by instrument in writing, for itself and its successors and assigns, and expressly for the benefit of the City, assume all of the obligations of the Developer under this Agreement and agree to be subject to all the conditions and restrictions to which the Developer is subject (or, in the event the transfer is of or relates to a portion of the Project, such obligations, conditions and restrictions to the extent that they relate to such portion). The Developer shall not be relieved from any obligations set forth herein unless and until the City specifically agrees to release the Developer. The Developer agrees, at Developer’s cost, to promptly record all assignments in the office of the Department of Records and Tax of Xxxxxxx County, Kansas, in a timely manner following the execution of such agreements.
Sample 1
Assignments by Developer. (a) Prior to Final Completion of Phase 1 of the Project, Developer may not assign Developer's rights, duties, or obligations under this Agreement, in whole or in part, to another person or entity, without the prior approval of City, which approval may be granted or withheld in City's sole discretion; provided, however, City acknowledges and agrees that Developer may assign some or all of its duties and obligations under this Agreement to Xxxxxxxxx/Xxxxxx & Company L.C., Developer's developer. After Final Completion of each Phase of the Project during the Term of the Agreement, Developer may not assign Developer's rights, duties, or obligations under this Agreement, in whole or in part, to another person or entity, without the prior approval of City; provided, that City's approval shall not be unreasonably withheld, conditioned, or delayed, so long as the proposed assignee shall have qualifications, experience, and financial responsibility, as reasonably determined by City, necessary and adequate to fulfill the obligations of Developer with respect to the Project and this Agreement; provided, further, that the Developer is permitted to transfer to affiliates without the City's prior approval. (b) Any permitted assignee must, by instrument in writing, for itself and its successors and assigns, and expressly for the benefit of City, assume all of the obligations of Developer under this Agreement and agree to be subject to all the conditions and restrictions to which Developer is subject. In the event of a permitted transfer or assignment of this Agreement, whether by virtue of City approval or otherwise, then Developer shall be relieved from all obligations set forth herein.
Sample 1
Assignments by Developer. (a) We have entered into this Agreement in reliance upon and in consideration of the singular personal skills, character, aptitude, business ability, financial capacity and qualifications of Developer and the trust and confidence reposed in Developer or, in the case of a business entity Developer, its owners (individually, an “Owner”). Therefore, neither Developer’s interest in this Agreement nor any of its rights or privileges hereunder shall be assigned or transferred, voluntarily or involuntarily, in whole or in part, by operation of law or otherwise, in any manner, without our prior written approval, provided that transfers to immediate family members that are motivated solely by good-faith estate planning purposes shall be approved by us (notwithstanding Section 11(b)(5) below), and provided that in no case shall our approval to a transfer be unreasonably withheld. If we permit any transfer, and if are involved in training the transferee, then you or the transferee shall first pay the then-current transfer fee, training fee and the transferee shall be responsible to pay all travel, food and lodging required to attend the training.
Sample 1
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Related to Assignments by Developer

  • Assignments by Xxxxxxx Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions:

  • Assignments by Banks Any Bank may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of the Loans at the time owing to it); provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Bank’s Loans at the time owing to it or in the case of an assignment to a Bank or an Affiliate of a Bank or an Approved Fund with respect to a Bank, the principal outstanding balance of the Loan of the assigning Bank subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower, otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Bank’s rights and obligations under this Agreement with respect to the Loan assigned; (iii) any assignment under this Section 11.10(b) must be approved by (i) the Administrative Agent (not to be unreasonably withheld) and (ii) unless the Person that is the proposed assignee is itself a Bank or an Affiliate of a Bank (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee) and/or an Event of Default has occurred and is continuing, the Borrower (not to be unreasonably withheld); provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a Bank, shall deliver to the Administrative Agent an Administrative Questionnaire and any relevant tax forms. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Bank under this Agreement, and the assigning Bank thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Bank’s rights and obligations under this Agreement, such Bank shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 9.3 and 9.4 hereof with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Bank of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Bank of a participation in such rights and obligations in accordance with paragraph (d) of this Section. The Borrower shall execute and deliver to the assignee a Note upon written request from such assignee. The assignor shall promptly return to the Borrower its Note if after giving effect to such assignment no Obligations are owing to such assignor.

  • Assignments by Lender Any of the Lenders may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) all or a portion of its rights and obligations under this Agreement (including all or a portion of the Commitment and the Term Loan at the time owing to it) and the other Loan Documents; provided that no such assignment shall be made to the Borrower, any Affiliate of the Borrower or any employees or directors of any Obligor at any time. Subject to the recording thereof by the Administrative Agent pursuant to Section 14.05(d), from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of such Lender under this Agreement and the other Loan Documents, and correspondingly the assigning Lender shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) and the other Loan Documents but shall continue to be entitled to the benefits of Section 5 and Section 14.03. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 14.05(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 14.05(e).

  • Assignments by Lenders Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions:

  • Payments by Assignor Assignor agrees to pay the Agent on the Assignment Date the registration fee required by §18.2 of the Credit Agreement.

  • Assignment by Owner 51 Section 12.11

  • ASSIGNMENT AND TRANSFER SIGNATURE LINES FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), assign(s) and transfer(s) unto ______________________________ whose taxpayer identification number is _______________________ and whose address including postal zip code is ____________________________, the within Receipt and all rights thereunder, hereby irrevocably constituting and appointing ________________________ attorney-in-fact to transfer said Receipt on the books of the Depositary with full power of substitution in the premises.

  • 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 by Lessee Lessee may transfer or assign its rights and obligations under this Agreement without the consent of Operator but shall deliver to Operator written notice of such transfer or assignment not less than ten (10) days prior to the effective date thereof; provided, however, in the event of the assignment of this Agreement to a party that is not an Affiliate, Operator shall have the right to terminate this Agreement within 15 days after receipt of written notice of such assignment, which termination will be effective within 30 days of Lessee’s receipt of such termination notice. Any transfer or assignment of this Agreement by Lessee shall include an express assumption by the transferee or assignee of Lessee’s obligations hereunder. Nothing herein shall be deemed to require Lessee to assign or attempt to assign this Agreement to any third party, including any buyer of a Hotel.

  • Amendments by you You may change, stop or defer a debit payment, or terminate this agreement by providing us with at least fourteen (14) days’ written notification by emailing us at Xxxxxx.XxxxxxXxxxxxxx@xxx.xxx.xx or by telephoning us on 1800 333 004 during business hours or arranging it through your own financial institution.

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