Common use of Mergers, Reorganizations and Equity Transfers Clause in Contracts

Mergers, Reorganizations and Equity Transfers. Each of the Company and any Sponsor Affiliates acknowledges that any mergers, reorganizations or consolidations of the Company and such Sponsor Affiliates may cause the Project to become ineligible for negotiated fees in lieu of taxes under the FILOT Act absent compliance by the Company and such Sponsor Affiliates with the Transfer Provisions; provided that, to the extent provided by Section 12-44- 120 of the FILOT Act or any successor provision, any financing arrangements entered into by the Company or any Sponsor Affiliates with respect to the Project and any security interests granted by the Company or any Sponsor Affiliates in connection therewith shall not be construed as a transfer for purposes of the Transfer Provisions. Notwithstanding anything in this Fee Agreement to the contrary, it is not intended in this Fee Agreement that the County shall impose transfer restrictions with respect to the Company, any Sponsor Affiliates or the Project that are any more restrictive than the Transfer Provisions. The County hereby approves in advance the sale or other transfer of equity in the Company to any third party during the term of this Fee Agreement and agrees that any such sale or transfer of equity shall not alter the terms of this Fee Agreement with respect to the Company.

Mergers, Reorganizations and Equity Transfers. Each of the Company and any Sponsor Affiliates acknowledges that any mergers, reorganizations or consolidations of the Company and such Sponsor Affiliates may cause the Project to become ineligible for negotiated fees in lieu of taxes under the FILOT Act absent compliance by the Company and such Sponsor Affiliates with the Transfer Provisions; provided that, to the extent provided by Section 12-44- 120 of the FILOT Act or any successor provision, any financing arrangements entered into by the Company or any Sponsor Affiliates with respect to the Project and any security interests granted by the Company or any Sponsor Affiliates in connection therewith shall not be construed as a transfer for purposes of the Transfer Provisions. Notwithstanding anything in this Fee Agreement to the contrary, it is not intended in this Fee Agreement that the County shall impose transfer restrictions with respect to the Company, any Sponsor Affiliates or the Project that as are any more restrictive than the Transfer Provisions. The Notwithstanding the foregoing, the County hereby approves in advance expressly consents to the sale merger or other transfer conversion of equity in the Company to into any third party during the term affiliate of this Fee Agreement and agrees that any such sale or transfer of equity shall not alter the terms of this Fee Agreement with respect to the Company.