Conveyance of Liens and Interests Sample Clauses

Conveyance of Liens and Interests. The Company and the Landlord may at any time: (a) transfer all or any of their respective rights and interests hereunder or with respect to the Project to any Person; or (b) enter into any lending, financing, security, or similar arrangement or succession of such arrangements with any financing entity with respect to this Agreement or the Project, including without limitation any sale, leaseback, or other financing lease arrangement; provided that, in connection with any of the foregoing transfers: (i) except in connection with any transfer to another member of the FILOT Group, any of the Sponsor Affiliates or transfers pursuant to clause (b) above (as to which such transfers the County hereby consents), the Company or the Landlord, as applicable, shall first obtain the prior written consent or subsequent ratification of the County; (ii) except where a financing entity, which is the income tax owner of all or part of the Project, is the transferee pursuant to clause (b) above and such transferee or financing entity assumes in writing the obligations of the Company or the Landlord hereunder, or where the County consents in writing, no such transfer shall affect or reduce any of the obligations of the Company or the Landlord hereunder, but all obligations of the Company or the Landlord hereunder shall continue in full force and effect as the obligations of a principal and not of a guarantor or surety; (iii) the Company or Landlord (as applicable), transferee, or financing entity shall, within sixty (60) days thereof, furnish or cause to be furnished to the County and the Department of Revenue a true and complete copy of any such transfer agreement; and (iv) the Company or the Landlord (as applicable) and the transferee shall comply with all other requirements of the Transfer Provisions. The County agrees that, to the extent allowed by law, any consent hereunder (such consent shall be in the sole discretion of the County) may be approved and evidenced by a resolution of County Council. The Company and the Landlord acknowledge that such a transfer of an interest under this Agreement or in the Project may cause the Project to become ineligible for a Negotiated FILOT or result in penalties under the Act absent compliance by the Company or the Landlord with the Transfer Provisions.
Sample 1
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Related to Conveyance of Liens and Interests

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  • Miscellaneous Provisions Section 11.01

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