Lessor Assignments Sample Clauses

Lessor Assignments. Lessor may, upon one (1) month's prior written notice to Lessee and Agent, sell and assign all of its right, title and interest in the Property and its rights, powers, privileges, duties and obligations under this Agreement and the other Operative Documents, provided that:
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Lessor Assignments. In addition, and subject, to the transactions contemplated by Section 19(b), Lessor shall not assign or transfer any interest of Lessor in this Lease and/or the Aircraft and/or the proceeds hereof to any Person except as provided herein, in the Trust Agreement, in the Indenture and in the Refunding Agreement. Any such assignment shall be subject to the condition that the transferee shall agree not to disturb the quiet enjoyment by Lessee of the Aircraft as and to the extent so agreed by Lessor in Section 21(f).
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Lessor Assignments. (a) (i) Except as otherwise provided in this Section 19.1(a)(i), Lessor may at any time, without the consent of Lessee, assign or transfer all, but not less than all, of its rights, title, interests and obligations and interest as “Lessor” and “Seller,” in, to and under this Lease, the other Operative Documents, the Items of Equipment and any other Lessee Collateral to an Eligible Lessor Assignee; provided, that (A) such assignment shall comply with this Section 19.1(a)(i), (B) such assignment shall be evidenced by an Assignment Agreement, a copy of which shall be furnished to the Agent, Lessee and each Assignee, (C) each assignment or transfer shall comply with all applicable securities laws and (D) the Lessor shall give notice of such assignment and the name of the assignee to Lessee, Agent and each Assignee; provided, further, that no such assignment shall be made if (1) in the reasonable opinion of Lessee, such assignment would (A) cause Lessee to be required to cease reporting this Lease as an operating lease in Lessee’s financial statements or (B) cause Lessee to be required to consolidate the assets of Lessor onto its balance sheet under FIN 46R or FASB 94, as applicable and (2) Lessee provides Lessor written notice of such determination within ten (10) Business Days of (A) Lessee’s receipt of the notice described in clause (D) above and (B) Lessee’s receipt of information regarding the proposed assignee as may be reasonably requested by Lessee’s independent public accountants, which request shall be made within 10 days after Lessee’s receipt of the notice described in clause (D) above. If Lessee has objected to a proposed assignee for the reason set forth in clause (1) above, Lessor may re-submit notice of such proposed assignee to Lessee at a later date and the reasonableness of Lessee’s opinion in clause (1) shall be determined as of such later date. So long as no Lease Default or Lease Event of Default has occurred and is continuing, Lessee may object in writing to the proposed assignee for any reason other than as set forth in clause (1) above within ten (10) Business Days of receipt of the notice described in clause (D) above, whereupon Lessee shall have sixty (60) days from the date of receipt by Lessee of such notice to find a replacement assignee which shall be an Eligible Lessor Assignee and if no such replacement assignee is found within such sixty (60) day period, the Lessor may assign all or any part of its rights, obligations and inter...
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Lessor Assignments. 99 Section 19.2. Lessor Participations................................................................ 100
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Lessor Assignments. All of the right, title or interest and obligations of Lessor, as Lessor and Trustee, in and to this Lease, and the rights, benefits, advantages and obligations of Lessor hereunder, including the rights to receive payment of Rent and all other payments hereunder, and the rights, titles and interests of Lessor, as Lessor and Trustee, in and to the Equipment, will be assigned or transferred by Lessor, as Lessor and/or Trustee, only in accordance with the provisions set forth in the Trust Agreement.
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Lessor Assignments. All or any of the right, title or ------------------ interest and obligations of any Lessor in and to this Lease and the rights, benefits, advantages and obligations of any Lessor hereunder, including the rights to receive payment of rental or any other payment hereunder, and the rights and security interests in and to the Collateral, may be assigned or transferred by such Lessor at any time by transfer of the Certificate representing such interest in accordance with the provisions of this Article ------- XIV; provided that the minimum amount which any Lessor may assign pursuant to --- -------- this Section is the lesser of $5,000,000 or 100% of the face value of such Lessor's Certificate; provided, further, that any assignee or transferee (i) -------- ------- shall be subject to Lessee's written approval, not to be unreasonably withheld, (ii) shall assume Lessor's obligations under this Lease, and (iii) must represent and warrant in writing to Agent, the other Lessors and Lessee:
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Lessor Assignments. The Lessor shall not transfer or assign any part of its right, title and interest in this Lease or any Item of Equipment leased hereunder without the prior written consent of the Indenture Trustee and, so long as no Lease Event of Default or Termination Event has occurred and is continuing, the Lessee and the Co Lessee; provided that the Lessor may transfer or assign any part of its right, title and interest in this Lease or any Item of Equipment lease hereunder to (a) the Indenture Trustee pursuant to the Indenture and ( a successor owner trustee permitted by the Operative Documents, in eac case without consent; provided, further, that any permitted such transfer or assignment shall be subject to all of the terms and conditions of this Lease and the other Operative Documents (including, without limitation, the limitations on recourse set forth in Article XXIV of this Lease and Article XVI of the Participation Agreement).
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Lessor Assignments. Subject to Section 6.3(d), the Lessor shall not directly or indirectly assign, convey or otherwise transfer in whole or in part any of its right, title or interest in this Agreement, the Leased Property, the Lease or any other Operative Document to any Person except upon compliance with the conditions set forth in this Section 6.3(b); provided that without regard to any of the restrictions contained in this Section 6.3(b) the Lessor may, prior to the end of the Lease Term, agree to sell or otherwise dispose of its beneficial interest in the Leased Property effective at or after the end of the Lease Term. The Lessor shall not, without the prior written consent of the Lessee, transfer its interests in the Facility and the Operative Documents to any entity that would (i) be subject to United States federal or state Withholding Tax, if any (except to the extent that the transferor at the time of such transfer is subject to United States federal or state Withholding Tax subject to indemnification by the Lessee pursuant to Section 7.2(a)(iii)), or (ii) as reasonably determined by the Lessee and communicated in writing to the Lessor, result in consolidation of the transferee to the balance sheet of the Lessee pursuant to ASC 810, as defined by the Financial Accounting Standards Board. The Lessor shall have the right at any time without the consent of the Lessee but with prior notice to the Lessee, at the Lessor’s sole expense, to sell, assign or transfer in whole or in part such right, title and interest to a transferee satisfying the conditions set forth below (a “Permitted Transferee”) and, provided, further, that it shall also be a condition to any such sale, assignment or transfer that:
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Related to Lessor Assignments

  • Further Assignments The Seller acknowledges that Ally Auto may, pursuant to the Further Transfer Agreements, sell the Receivables to the Issuing Entity and assign its rights hereunder and under the First Step Receivables Assignment to the Issuing Entity, subject to the terms and conditions of the Further Transfer Agreements, and that the Issuing Entity may in turn further pledge, assign or transfer its rights in the Receivables and this Agreement and the First Step Receivables Assignment. The Seller further acknowledges that Ally Auto may assign its rights under the Custodian Agreement to the Issuing Entity.

  • Lender Assignments Each Lender may, with the consent of the Agent (not to be unreasonably withheld) and, so long as no Event of Default then exists, the Borrower Agent (not to be unreasonably withheld, and not required in connection with an assignment to a Person that is a Lender or an Affiliate of a Lender), assign to one or more Eligible Assignees (or, if an Event of Default has occurred and is continuing, to one or more other Persons) all or a portion of its rights and obligations under this Agreement, the Notes and the other Loan Documents upon execution and delivery to the Agent, for its acceptance and recording in the Register, of an Assignment and Acceptance, together with surrender of any Note or Notes subject to such assignment and a processing and recordation fee payable to the Agent for its account of $3,500. No such assignment shall be for less than Five Million Dollars ($5,000,000) of the Commitments or Loans unless it is to another Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, and each such assignment shall be of a uniform, and not a varying, percentage of all rights and obligations in respect of the Commitments and the Loans. Upon the execution and delivery to the Agent of an Assignment and Acceptance and the payment of the recordation fee to the Agent, from and after the date specified as the effective date in the Assignment and Acceptance (the “Acceptance Date”), (i) the assignee thereunder shall be a party hereto, and, to the extent that rights and obligations hereunder have been assigned to it under such Assignment and Acceptance, such assignee shall have the rights and obligations of a Lender hereunder and (ii) the assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it under such Assignment and Acceptance, relinquish its rights (other than any rights it may have under Sections 4.10, 4.11 and 12.4, which shall survive such assignment) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).

  • Prior Assignments; Pledges Except for the sale to the Assignee, the Assignor has not assigned or pledged any Mortgage Note or the related Mortgage or any interest or participation therein.

  • Lease Assignment To the best of Seller's knowledge, the ------------------ Tenant has not assigned its interest in the Lease or sublet any portion of the premises leased to the Tenant under the Lease.

  • Assignment of Contracts On the Initial Borrowing Date, the Borrower shall have duly authorized, executed and delivered a valid and effective assignment by way of security in favor of the Collateral Agent of all of the Borrower’s present and future interests in and benefits under (x) the Construction Contract, (y) each Refund Guarantee and (z) the Construction Risk Insurance (it being understood that the Borrower will use commercially reasonable efforts to have the underwriters of the Construction Risk Insurance accept and endorse on such insurance policy a loss payable clause substantially in the form set forth in Part 3 of Schedule 2 to the Assignment of Contracts (as defined below), and it being further understood that certain of the Refund Guarantee and none of the Construction Risk Insurances will have been issued on the Initial Borrowing Date), which assignment shall be substantially in the form of Exhibit J hereto or otherwise reasonably acceptable to the Lead Arrangers and the Borrower and customary for transactions of this type, along with appropriate notices and consents relating thereto (to the extent incorporated into or required pursuant to such Exhibit or otherwise agreed by the Borrower and the Facility Agent), including, without limitation, those acknowledgments, notices and consents listed on Schedule 5.07 (as modified, supplemented or amended from time to time, the “Assignment of Contracts”) provided that, if any Refund Guarantee issued to the Borrower on the Initial Borrowing Date shall have been issued by KfW IPEX-Bank GmbH, then such Refund Guarantee shall be charged pursuant to a duly authorized, executed and delivered, valid and effective charge of any such Refund Guarantee in the form of Exhibit Q hereto or otherwise in a form reasonably acceptable to the Lead Arrangers and the Borrower and customary for transactions of this type, along with appropriate notices and consents relating thereto (to the extent incorporated into or required pursuant to such Exhibit or otherwise agreed by the Borrower and the Facility Agent) (as modified, supplemented or amended from time to time, the “Charge of KfW Refund Guarantees”).

  • LANDLORD ASSIGNMENT Landlord will have the right to sell, transfer or assign, in whole or in part, its rights and obligations under this Lease. Any such sale, transfer or assignment will operate to release Landlord from any and all liability under this Lease arising after the date of such sale, assignment or transfer, so long as successor landlord assumes the obligations of landlord hereunder.

  • Assignment of Leases The Assignment of Leases creates a valid assignment of, or a valid security interest in, certain rights under the Leases, subject only to a license granted to Borrower to exercise certain rights and to perform certain obligations of the lessor under the Leases, including the right to operate the Property. No Person other than Lender has any interest in or assignment of the Leases or any portion of the Rents due and payable or to become due and payable thereunder.

  • Assignment of Lease Assignor hereby assigns, transfers and sets over to Assignee all of Assignor’s right, title and interest as tenant under the Lease, together with all credits, deposits, rights of refusal, options (including, but not limited to, any options to purchase or renew set forth in the Lease), benefits, privileges and rights of Assignor under the Lease.

  • Deed; Xxxx of Sale; Assignment To the extent required and permitted by applicable law, this Agreement shall also constitute a “deed,” “xxxx of sale” or “assignment” of the assets and interests referenced herein.

  • Assignment of Contract Contractor shall not assign or otherwise transfer its rights under this Agreement, without the prior written consent of Client. Any attempt to make such an assignment without Client's consent shall be void. Client's consent shall not be reasonably withheld.

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