Conditions to Assignment. (i) As a condition precedent to PIH’s or any successor’s or permitted assign’s (an “Assignor”) assignment of this Agreement to one of the persons set forth in Section 8(b) (an “Assignee”), the Assignor shall deliver to FedNat prior to such assignment: (A) an assignment and assumption agreement in form and substance reasonably satisfactory to FedNat and pursuant to which Assignee agrees to be bound by all of the terms and provisions of this Agreement in its entirety as “PIH” (including all of the conditions required for the exercise of a Right of First Refusal), without condition or reservation; and (B) a Standard Non-Disclosure Agreement provided by FedNat and executed by the Assignee pursuant to which Assignee agrees to maintain the confidentiality of all exposure and related information (including, without limitation, reinsurance submission and modelling data).
(ii) In the event that an Assignor elects to assign this Agreement to a person who is not an affiliate or subsidiary of PIH (a “Proposed Third-Party Assignee”), prior to such assignment and as a condition precedent thereof, the Assignor shall deliver written notice (in the manner required by Section 11) to FedNat of all material terms and conditions of such assignment (the “Assignment Terms”). FedNat shall then have a period of three (3) business days after its receipt of written notice of all material terms and conditions to elect in writing (in the manner provided in Section 11) to elect to assume this Agreement from the Assignor pursuant to the Assignment Terms, without any additional terms, conditions, or stipulations. Any such election by FedNat shall be irrevocable once it has been made. To the extent that FedNat elects not to exercise its right to assume this Agreement pursuant to the Assignment Terms, or fails to notify Assignor of its election within the three (3) business day time frame set forth above in this Section 8(c)(ii), then Assignor shall have the right for a period of thirty (30) days to assign this Agreement to the Proposed Third-Party Assignee pursuant to the Assignment Terms (subject to the other conditions precedent set forth in this Section 8); provided, that in the event that the assignment is not consummated within such thirty (30) day period, or the Assignment Terms are materially modified (which, for the avoidance of doubt, shall mean any change that materially affects the price or any material terms or conditions of the Assignment Terms that are more favorable to the ...
Conditions to Assignment. Notwithstanding anything to the contrary in Section 11.1.2, all Assignments (including any deemed Assignment (it being understood, for the avoidance of doubt, however, that any Leasehold Foreclosure with MLSA Termination shall not be deemed an Assignment for purposes of this Section 11.1.3)) by Tenant (whether or not Manager’s, Lease Guarantor’s or Landlord’s consent is required or granted pursuant to this Section 11.1) (but excluding the transactions permitted by Section 11.1.2.3 and Section 11.1.2.4, so long as the applicable provisions of the Lease and/or Section 13.1.1 in respect of any such Assignments are satisfied) shall be subject to the following conditions:
11.1.3.1 Tenant (and/or the Leasehold Lender under the applicable Leasehold Financing in the case of a Leasehold Foreclosure with MLSA Assumption) shall provide written notice to Manager and Landlord at least thirty (30) days prior to the proposed Assignment (including any deemed Assignment), specifying in reasonable detail the nature of the Assignment and such additional information as Manager and/or Landlord may reasonably request in order to determine whether the proposed transferee or any controlling Persons (in the case of a Change of Control) (and in each case any of its or their direct or indirect equity owners that holds at least five percent (5%) of the outstanding equity interests in such proposed transferee or such controlling Person) is a Manager Prohibited Person, a Lease Guarantor Prohibited Person or a Landlord Prohibited Person, which notice shall be accompanied by the proposed forms of Tenant Assumption Agreement and Assignment Documents, if applicable;
11.1.3.2 In the case of a direct assignment or transfer of the Lease or Tenant’s interest therein, (a) the assignor shall not be released from this Agreement unless the assignor is also released in accordance with the terms of the Lease, (b) the assignee or transferee shall assume the obligations of Tenant under this Agreement and shall agree in writing (in a form and substance reasonably approved by Manager and Landlord prior to the effectuation of such assignment or transfer) to be bound by this Agreement, the Lease and all other Lease/MLSA Related Agreements to which Tenant is a party, from and after the date of the Assignment (the “Tenant Assumption Agreement”), (c) Tenant shall provide Manager and Landlord with a copy of such Tenant Assumption Agreement, together with copies of all other documents effecting such Assignment...
Conditions to Assignment. Notwithstanding anything to the contrary in Section 11.1.2, all Assignments by Owner (whether or not Manager’s consent is required pursuant to this Section 11.1) shall be subject to the following conditions:
11.1.3.1 Owner shall provide written notice to Manager at least thirty (30) days prior to the proposed Assignment, specifying in reasonable detail the nature of the Assignment and such additional information as Manager may reasonably request in order to determine whether the proposed transferee is a Manager Prohibited Person;
11.1.3.2 The assignee (other than a Lender in connection with a Financing, except to the extent of any foreclosure or realization) shall assume the obligations of Owner under this Agreement and shall agree in writing to be bound by this Agreement from and after the date of the Assignment, and Owner shall provide Manager with a copy of such agreement, together with copies of all other documents effecting such Assignment, within ten (10) days following the date of the Assignment; and
11.1.3.3 The assignee (in the case of a direct assignment) or controlling parties (in the case of a Change of Control), and in each case its or their direct or indirect equity owners, is not a Manager Prohibited Person.
Conditions to Assignment. The following shall apply if any party assigns its interest, by law or agreement. No assignment, other than to a lender as collateral security, shall be effective unless and until the assignee assumes in writing or by law (i.e., merger or otherwise) all of the obligations of the assignor under this Agreement. Such assignment shall not relieve the assignor of its obligations under this Agreement.
Conditions to Assignment. Notwithstanding anything to the contrary in Section 11.1.2, all Assignments (including any deemed Assignment (it being understood, for the avoidance of doubt, however, that any Leasehold Foreclosure with MLSA Termination shall not be deemed an Assignment for purposes of this Section 11.1.3)) by Tenant (whether or not Manager’s, Lease Guarantor’s or Landlord’s consent is required or granted pursuant to this Section 11.1) (but excluding the transactions permitted by Section 11.1.2.3
Conditions to Assignment. The rights and obligations of the parties under this Agreement are based upon the special skills and abilities of each party and there shall not be any assignment of such rights or obligations by one party without the prior written consent of the other party.
Conditions to Assignment. 92 20.2. Certain Representations and Warranties; Limitations; Covenants.................92 20.3. Register.......................................................................94 20.4. New Notes......................................................................94 20.5. Participations.................................................................95 20.6. Disclosure.....................................................................95 20.7. Assignee or Participant Affiliated with TransTechnology........................95 20.8.
Conditions to Assignment. The Board may condition such approval upon, among other things, upon receipt of (i) a legible photocopy of any offer received by a Member to purchase such Member's Interest; (ii) an opinion of counsel, satisfactory in form and substance to the Board to the effect that either (a) the sale or assignment constitutes an exempt transaction and does not require registration under any applicable securities laws or (b) the interest to be sold or assigned is duly and properly registered under all applicable securities laws; (iii) evidence of the proposed assignee's eligibility to become a substitute Member pursuant to Section 14.4 hereof if such substitution is a condition to the Bona Fide Offer and (iv) the proposed assignee's agreement to comply with and be bound by the terms of this Agreement and to execute any and all documents that the Board may reasonably determine necessary in connection with the assignment and any substitution; (v) evidence satisfactory in form and substance to the Board that the sale or assignment will not impair the ability of the Company to be taxed as a limited liability company for federal income tax purposes; (vi) written representations of the proposed assignee in form and substance satisfactory to the Board that (a) the proposed assignee is acquiring the Interest for its own account and for investment and not with a view to the distribution thereof, and (b) the Interest will not be resold by the proposes assignee unless properly registered under all applicable securities laws or unless exempt from such registration.
Conditions to Assignment. As a condition precedent to the granting of the consent to an assignment to a limited liability company that is not a public company, the Lessee shall also satisfy the Lessor that the shareholders of such company are responsible and financially solvent persons and if so requested by the Lessor, the holders of the majority of the shares in the capital of the Company must unconditionally guarantee the due and punctual observance and performance by such company of its obligations under this Lease.
Conditions to Assignment. Assignments shall be subject to the following additional conditions:
(i) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance Agreement, together with (unless waived by the Administrative Agent in its sole discretion) a processing and recordation fee of $3,500; and
(ii) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent all documentation and other information reasonably determined by the Administrative Agent to be required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act.
