Exempt Assignment. Notwithstanding anything to the contrary set forth in this Lease, Lessee may assign its interest in this Lease pursuant to an Exempt Assignment without the approval of the Issuer, the Trustee or the owners of a majority in principal amount of the Bonds outstanding; provided that, any assignee of the Lessee shall (i) agree to fully and unconditionally assume all obligations of the Lessee under the Lease, including, without limitation, all indemnity provisions contained in the Lease, and unless the Lease has expired or is otherwise terminated (ii) use its commercially reasonable efforts to meet the economic development goals of the Issuer for the Project, as originally agreed upon by the Issuer and the Lessee at the time of execution of the Lease, and (iii) furnish the Issuer, not more than seven days following such assignment, written notification of the name, address and appropriate contact person for such assignee, together with a description of such assignment transaction including consideration received by the Lessee in connection therewith.
Exempt Assignment. Notwithstanding anything to the contrary set forth in this Lease, Lessee may assign its interest in this Lease pursuant to an Exempt Assignment with the prior written consent of the Leasehold Mortgagee in its sole discretion at any time a Leasehold Security Deed is outstanding and without the approval of the Issuer, the Trustee or the owners of a majority in principal amount of the Bonds Outstanding; provided that, any assignee of the Lessee shall (i) agree to fully and unconditionally assume all obligations of the Lessee under the Lease, including, without limitation, all indemnity provisions contained in the Lease, and unless the Lease has expired or is otherwise terminated (ii) use its best efforts to meet the economic development goals of the Issuer for the Project, as originally agreed upon by the Issuer and the Company at the time of execution of the Lease, and (iii) furnish the Issuer and the Fxxxxx County Board of Assessors, not more than seven days following such assignment, written notification of the name, address and appropriate contact person for such assignee, together with a description of such assignment transaction including consideration received by the Lessee in connection therewith.
Exempt Assignment. Notwithstanding any provisions of Sections 16.1 to the contrary, Landlord agrees that Tenant may assign its interest in this Lease, without Landlord’s prior written consent but with written notice, to any (i) successor by merger or sale of substantially all of Tenant’s assets (including, without limitation, this Lease) in a manner such that the assignee will become liable and responsible for the performance and observance of all Tenant’s duties and obligations hereunder; or (ii) corporation or other entity which controls, is controlled by, or is under common control with Tenant, provided that (a) Tenant shall notify Landlord in writing at least ten (10) days prior to the effectiveness of such assignment, and (b) the creditworthiness of the assignee measured immediately following such assignment is at least equal to the creditworthiness of Tenant measured immediately prior to such assignment, in each case as reasonably determined by Landlord (any such assignment, an “Exempt Assignment”). For purposes of this Section 16.3 and Section 16.1.2 above, a corporation or other entity will be regarded as in control of another corporation or entity if it both (i) owns or controls in excess of fifty percent (50%) of the voting stock or other ownership interest of the other corporation or entity, and (ii) possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such other corporation or entity.
