Conditions for Assignment. For each permitted assignment of this Lease (including, without limitation, pursuant to Section 13(c) above), Tenant shall comply with the following (provided that any transfer of Tenant’s interest in this Lease pursuant to the exercise of Landlord’s Lease Purchase ROFR will not require satisfaction of the conditions set forth in clauses (i) through (iii) below):
(i) Tenant, at least twenty (20) days prior to the date or the effective date of such assignment, whichever date shall first occur, shall furnish Landlord with the name and business address of the proposed Transferee and the contact information of the manager, general partner, officer or other representative of the proposed Transferee;
(ii) at the time of the Transfer, there shall be no uncured default of Tenant (after the expiration of all applicable notice and cure periods) under this Lease;
(iii) Transferee shall deliver to Landlord, within thirty (30) days after its date or effective date, whichever date shall first occur, an executed copy of the assignment and assumption agreement whereby the Transferee (A) has agreed to assume all obligations of Tenant, including but not limited to those pertaining to Rent, thereafter arising, and (B) has agreed to be bound by all of the covenants, agreements, obligations, terms, provisions and conditions of this Lease, thereafter arising, on the part of Tenant to be fulfilled, performed or observed; and
(iv) in the event that Landlord’s fee interest in the Property is subordinated to the secured interest of a Leasehold Mortgagee pursuant to a Leasehold Mortgage, then, on or prior to the date of any assignment or other Transfer of Tenant’s interest under this Lease, Tenant shall repay to each Leasehold Mortgagee all outstanding indebtedness secured by any Leasehold Mortgage so as to cause the release and discharge of such Leasehold Mortgage as of such date.
Conditions for Assignment. For each permitted assignment of this Agreement, the Transferor shall comply with the following:
(i) At least twenty (20) days prior to the date or the effective date of such assignment, whichever date shall first occur, the Transferor shall furnish the other Party hereto with the name and business address of the proposed Transferee and the contact information of the manager, general partner, officer or other representative of the proposed Transferee;
(ii) at the time of the Transfer, there shall be no uncured default of the Transferor (after the expiration of all applicable notice and cure periods) under this Agreement; and
(iii) Transferee shall deliver to the other Party, within thirty (30) days after its date or effective date, whichever date shall first occur, an executed copy of the assignment and assumption agreement whereby the Transferee (A) has agreed to assume all obligations of the Transferor, thereafter arising, and (B) has agreed to be bound by all of the covenants, agreements, obligations, terms, provisions and conditions of this Agreement, thereafter arising, on the part of the Transferor to be fulfilled, performed or observed.
Conditions for Assignment. The Landlord shall not be required to consent to any assignment unless on or before the date of the assignment:
(A) the Tenant has paid to the Landlord the whole of any arrears of Principal Rent; and
(B) the Landlord receives a direct covenant by way of a guarantee and indemnity that the assignee will comply with the Tenant's Covenants from the date of the assignment until the date the assignee is released from its obligations under the 1995 Act from: the Tenant by way of an Authorised Guarantee Agreement; and if reasonably required by the Landlord, any guarantor or guarantors who shall not be a Current Guarantor and who shall be resident or incorporated in the United Kingdom whose financial status shall be acceptable to the Landlord acting reasonably; and
(C) the assignee enters into a direct covenant with the Landlord to comply with the Tenant's Covenants from the date of the assignment until the date the assignee is released from its obligations under the 1995 Act; and
(D) if asked to by the Landlord, any guarantor of the Tenant enters into a direct covenant with the Landlord by way of a guarantee and indemnity that the Tenant will comply with its Authorised Guarantee Agreement; and
(E) if reasonably required by the Landlord, a rent deposit of not less than six months' Principal Rent, together with Value Added Tax (if any), shall be provided to the Landlord on such terms and for such period as the Landlord shall reasonably require.
Conditions for Assignment. No such assignment shall be valid until and unless the following occur:
Conditions for Assignment. APPROVAL. IF YOU WISH TO TRANSFER YOUR ----------------------------------- INTEREST IN THE HOTEL OR YOUR CONTROLLING INTEREST IN YOU, OR IN THIS AGREEMENT, ALONE OR TOGETHER WITH OTHER PREVIOUS, SIMULTANEOUS, OR PROPOSED TRANSFERS, YOU MUST FIRST:
1. SATISFY ALL OF YOUR ACCRUED MONETARY OBLIGATIONS AND ALL OTHER OUTSTANDING OBLIGATIONS TO US;
2. CURE ANY DEFAULT OF THIS AGREEMENT (INCLUDING ANY AMENDMENTS) OR OF ANY OTHER AGREEMENT BETWEEN YOU AND US;
3. EXECUTE A GENERAL RELEASE, IN A FORM THAT WE APPROVE, OF ANY AND ALL CLAIMS AGAINST US AND OUR OFFICERS, DIRECTORS, SHAREHOLDERS, AND EMPLOYEES; AND
4. ENSURE THAT THE SUCCESSOR:
a. EXECUTES (AND, IF THE SUCCESSOR IS A CORPORATION OR PARTNERSHIP, THE BENEFICIAL OWNERS OF A CONTROLLING INTEREST IN THE SUCCESSOR AS WE REQUEST) THE THEN-CURRENT FORM OF AGREEMENT, FOR A TERM ENDING ON THE EXPIRATION DATE OF THIS AGREEMENT, WHICH WILL REPLACE AND MAY DIFFER FROM THIS AGREEMENT, INCLUDING A HIGHER ROYALTY FEE;
b. [PAYS US THE THEN-CURRENT AFFILIATION FEE;]
c. DEMONSTRATES, TO OUR SATISFACTION, THAT THE SUCCESSOR MEETS OUR STANDARDS, POSSESSES A GOOD BUSINESS REPUTATION AND CREDIT RATING, AND HAS THE ABILITY, FINANCIAL RESOURCES, AND CAPITAL TO SUCCESSFULLY OPERATE THE HOTEL;
d. AGREES IN WRITING TO UPGRADE THE HOTEL, AT SUCCESSOR'S EXPENSE AND WITHIN A SPECIFIED TIME, TO CONFORM TO OUR THEN- CURRENT STANDARDS AND SPECIFICATIONS;
e. ATTENDS, ALONG WITH THE SUCCESSOR'S GENERAL MANAGER OF THE HOTEL, OUR THEN CURRENT ORIENTATION PROGRAM; AND
f. OWNS THE ENTIRE LEASEHOLD OR FEE INTEREST IN THE HOTEL.
Conditions for Assignment. The conditions referred to in clause 10.2 are specified for the purposes of section 19(1A) of the 0000 Xxx and are that:
10.3.1 in relation to an assignment of the whole of this Lease the proposed assignee enters into a direct covenant with the Landlord to comply with the Tenant’s Obligations; or
10.3.2 in relation to the assignment of part only of this Lease, the proposed assignee enters into a direct covenant with the Landlord:
10.3.2.1 to comply with the Tenant’s Obligations in so far as they relate to the part of the Premises to be assigned (“the Permitted Part”), including (without limitation) covenants to comply with the Tenant’s Obligations under:
(a) Clause 5.16 and Schedule 10 (Maintenance and Lifecycle Fund) hereof insofar as they relate to a Load Bearing Structure forming part of the Permitted Part from time to time; and
(b) Clause 16 (Insurance); and
10.3.3 in either case if reasonably requested to do so by the Landlord, that the proposed assignee provides to the Landlord a guarantee of the proposed assignee’s obligations on the terms of Schedule 9 (Guarantor) by a company or companies or a person or persons that meet the criteria in clause 10.4.2 as if it were an assignee.
Conditions for Assignment. 8 14 Governing law and jurisdiction .8 Schedule 1. 9 (d) information on employees, including their particular skills and areas of expertise and their terms of employment;
Conditions for Assignment. This Agreement and the rights and licenses granted to METROLOGIC hereunder may be assigned by METROLOGIC only (a) with the prior written consent of SYMBOL; or (b) in accordance with and subject to the conditions set forth in Article 18 hereof.
Conditions for Assignment. The conditions referred to in clauses 9.2(a)(i) and 9.2(b)(i) are specified for the purposes of section 19(1A) of the 1927 Act and are:
(a) the proposed assignee (and any guarantor of the proposed assignee reasonably required by the Landlord) enters into a direct covenant with the Landlord to comply with the Tenant’s Obligations; and
(b) if reasonably requested to do so by the Landlord, the proposed assignee provides to the Landlord a guarantee of the proposed assignee’s obligations in the form set out in Schedule 6 by a company or companies or a person or persons that satisfy the criteria in clause 9.4(b) as if it were an assignee, in either case being of sufficient financial standing and capacity to be acceptable to the Landlord acting reasonably; and
(c) sums reserved as rent which due from the Tenant under this Lease and properly demanded not less than ten (10) Working Days before the date of completion of the assignment are paid before completion of the assignment.
Conditions for Assignment. The Lease shall not be assigned unless:
