Conditions to Assignment. Except as provided herein, each Bank may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it, its participating interest in the risk relating to any Letters of Credit and the Notes held by it); PROVIDED that (i) unless such assignment is to an affiliate of the assigning Bank, the Agent shall have given its prior written consent to such assignment, which consent shall not be unreasonably withheld, (ii) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Bank's rights and obligations under this Credit Agreement, (iii) each assignment shall be in an amount that is not less than $5,000,000 or a greater whole multiple of $1,000,000, and (iv) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance, substantially in the form of EXHIBIT F hereto (an "Assignment and Acceptance"), together with any Notes subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in ss.20.3, be released from its obligations under this Credit Agreement.
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:
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 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:
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. In addition to satisfying the terms and conditions of Subsection 27(b), Sublessee shall give notice to Sublessor of the proposed assignment setting forth (1) the name and address of the proposed assignee and (2) all of the terms and conditions of the offer and proposed assignment. Sublessee shall also deliver to Sublessor a statement confirming that the assignee will continue to use the Subleased Premises for the Permitted Use. Sublessor and Sublessee acknowledge that Sublessor’s asset will be substantially impaired if the trustee in bankruptcy, debtor or debtor in possession or any assignee of the Sublease makes any use of the Subleased Premises other than the Permitted Use. Adequate assurance of future performance of the Sublease shall be furnished by the proposed assignee, no later than fifteen (15) days after Sublessee has made or received such offer, but in no event later than ten (10) days prior to the date on which Sublessee applies to a court of competent jurisdiction for authority and approval to effect the proposed assignment. The description of the adequate assurance of future performance of the proposed assignee in such notice shall include such financial and other information as is necessary to demonstrate that the financial condition and operating performance experience of the proposed assignee and its guarantors, if any, is sufficient to perform in such a manner as to meet and satisfy all obligations under this Sublease in a timely fashion, and shall be satisfactory to Sublessor in all other respects. Sublessor shall have the prior right and option, to be exercised by notice to Sublessee given at any time prior to the date on which the court order authorizing such assignment becomes a Final Order, to accept an assignment of this Sublease upon the same terms and conditions, and for the same consideration, if any, as the proposed assignee, less any brokerage commissions which may otherwise be payable out of the consideration to be paid by the proposed assignee for the assignment of this Sublease. If this Sublease is assigned pursuant to the provisions of the Bankruptcy Code, “adequate assurance of future performance,” shall require from the assignee a deposit or posting of a Letter of Credit for the performance of its obligations under this Sublease in the same amount as required by Section 27(b). Any person to whom or entity to which this Sublease is assigned pursuant to the provisions of the Bankruptcy Code shall be deemed without further ac...
Conditions to Assignment. 72 20.2. Certain Representations and Warranties; Limitations; Covenants......................................................................73 20.3. Register.........................................................................74 20.4. New Notes........................................................................74 20.5. Participations...................................................................75 20.6. Disclosure.......................................................................75 20.7. Assignee or Participant Affiliated with the Company..............................75 20.8.
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. 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.
