Conveyance, Assignment and Subleasing Sample Clauses

Conveyance, Assignment and Subleasing. (a) Other than (x) a collateral assignment thereof to a Lender and a transfer to a Lender or its Affiliate pursuant to a foreclosure sale or deed-in-lieu of foreclosure, or (y) with respect to a Lender foreclosing on, or accepting a conveyance in lieu of foreclosure from the Company of its interest in the Facility (each, a “Foreclosure Action”), the Company may not assign its right, title, interest and obligations in, to and under this Leaseback Agreement and, except transfers permitted in accordance with the organizational documents of the Company (or the organizational documents of indirect owners of the Company), or the replacement of the managing member of the Company with its wholly-owned subsidiary no managing member may sell, convey, assign or otherwise transfer any of its interests in and to the Company without the prior written consent of the Agency, and any such assignment without such prior written consent shall be deemed null and void. If the transfer to Lender or its Affiliate for a period of greater than one hundred twenty (120) days, the Lender or Affiliate shall provide written confirmation to the Agency of compliance with the Project Documents not less than every one hundred twenty (120) days, while the Lender or its Affiliate holds the Company’s interest in this Agreement.
Sample 1
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Related to Conveyance, Assignment and Subleasing

  • Severability Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

  • Miscellaneous The Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS sole discretion and that any Vendor may be removed from the participation in the Program at any time with or without cause. Nothing in the Agreement or in any other communication between TIPS and the Vendor may be construed as a guarantee that TIPS or TIPS Members will submit any orders at any time. TIPS reserves the right to request additional proposals for items or services already on Agreement at any time.

  • Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

  • NOW, THEREFORE the parties hereto agree as follows:

  • WHEREAS the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and

  • Definitions For purposes of this Agreement:

  • Termination In the event that either Party seeks to terminate this DPA, they may do so by mutual written consent so long as the Service Agreement has lapsed or has been terminated. Either party may terminate this DPA and any service agreement or contract if the other party breaches any terms of this DPA.

  • Entire Agreement This DPA and the Service Agreement constitute the entire agreement of the Parties relating to the subject matter hereof and supersedes all prior communications, representations, or agreements, oral or written, by the Parties relating thereto. This DPA may be amended and the observance of any provision of this DPA may be waived (either generally or in any particular instance and either retroactively or prospectively) only with the signed written consent of both Parties. Neither failure nor delay on the part of any Party in exercising any right, power, or privilege hereunder shall operate as a waiver of such right, nor shall any single or partial exercise of any such right, power, or privilege preclude any further exercise thereof or the exercise of any other right, power, or privilege.

  • Notices Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement.

  • IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first above written.

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