Permitted Assignment. Subject to the provisions of Section 5.6, the Company shall have the right to assign this contract to its successors or assigns, and all covenants or agreements hereunder shall inure to the benefit of and be enforceable by or against its successors or assigns.
Permitted Assignment. Buyer may, without the consent of Seller, assign this Agreement to an Affiliate of Buyer, so long as such assignee has assumed in writing all of the obligations of Buyer under this Agreement and agreed to be bound by all the terms and conditions of this Agreement accruing or arising from and after the effectiveness of such assignment.
Permitted Assignment. (a) NEA shall have the right to assign all or any portion of its rights or obligations under this Agreement without the consent of CECO solely for financing purposes to existing and any future lenders secured, in whole or in part, by interests in the Facility, NEA’s contractual rights, or NEA or Affiliates of NEA. Such assignment to lenders shall not operate to relieve NEA of any duty or obligation under this Agreement. In connection with the exercise of remedies under the security documents relating to such financing(s), the lender(s) or trustee(s) shall be entitled to assign this Agreement to any third-party transferee designated by such lender(s) or trustee(s), provided that CECO determines, in CECO’s reasonable discretion, that such proposed transferee or assignee is qualified and capable to satisfy NEA’s obligations hereunder.
(b) CECO shall have the right to assign this Agreement in connection with a CECO Reorganization Event to any assignee without the consent of NEA so long as (i) the proposed assignee serves load in NEPOOL and (ii) the proposed assignee’s credit rating as established by Xxxxx’x or S&P is equal to or better than that of CECO at the time of the proposed assignment (provided, that any such rating that is on “watch” for downgrading shall not satisfy the credit rating criteria described in clause (ii)).
(c) If either Party assigns this Agreement as provided in this Section 13.2, then such Party shall cause to be delivered to the other Party an assumption agreement (in form and substance reasonably satisfactory to the non-assigning Party) of all of the obligations of the assigning Party hereunder by such assignee.
(d) An assignment of this Agreement pursuant to this Section 13.2 shall not release or discharge the assignor from its obligations hereunder unless the assignee executes a written assumption agreement in accordance with Section 13.2(c) hereof.
Permitted Assignment. Purchaser may assign its rights under this Agreement to any affiliated entity which directly or indirectly controls, is controlled by or is under common control with Purchaser, without the consent of Seller. Any other assignment by Purchaser to a non-affiliated entity shall require Seller’s prior consent, not to be unreasonably withheld, conditioned, or delayed.
Permitted Assignment. Each Lender may assign to one or more banks or other entities all or a portion of its rights and obligations under this Agreement, but (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender's rights and obligations under this Agreement, unless otherwise consented to by the Agent; (ii) the amount of the commitment and outstanding Advances of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not be less than $5,000,000 or the total amount of the remaining commitment and outstanding Advances of such Lender, except that an assignment to an existing Lender may be in an amount less than $5,000,000, (iii) each such assignment shall be to an Eligible Assignee, and (iv) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee payable to the Agent of $2,500. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (A) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (B) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights 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).
Permitted Assignment. Notwithstanding the foregoing, Tenant may, without Landlord’s consent, (a) permit the Transfer of direct or indirect interests in Tenant on a nationally or internationally recognized stock exchange or stock quotation system, (b) assign this Lease to an Affiliate with equal or greater financial capability, (c) cause or permit a Transfer to occur in connection with a Leasehold Mortgage or Mezzanine Financing in accordance with Article 15, (d) after the completion of the Project, if the Project becomes a multi-family rental project, assign this Lease to, and have this Lease assumed by, a Qualified Purchaser, (e) sell Condominium Units, or (f) after the recording of the Condominium Declaration, assign this Lease to the Condominium Association, and upon the assignment of this Lease to, and the assumption of this Lease by, the Condominium Association, which shall become the Tenant under this Lease, Landlord shall be conclusively deemed (i) to have consented to the assignment, sale, conveyance or transfer of any Condominium Unit in the Condominium from time to time to the assignee, purchaser or transferee thereof at any time through and including the expiration of the Lease Term, including without limitation the mortgage, pledge, collateral assignment, hypothecation or similar encumbrance, from time to time, of any Condominium Unit(s) by the owner(s) thereof from time to time, and (ii) to have conclusively waived any right to approve any such assignment, sale, conveyance, mortgage or transfer of any Condominium Unit in the Condominium, or the assignee, purchaser, transferee or mortgagee of a Condominium Unit in the Condominium. Further, upon the assignment of this Lease to, and the assumption of this Lease by, the Condominium Association, Tenant shall be entitled to retain the right to continue to sell Condominium Units for so long as any Condominium Units continue to be owned by the initial Tenant under this Lease or an Affiliate. No such assignment or sublease, nor any amendment thereto, shall be effective unless and until Xxxxxx delivers to Landlord, within 30 days of execution thereof, a duplicate original of the fully-executed instrument of assignment and assumption, sublease or amendment. Tenant shall not, except as expressly permitted hereby, assign this Lease to any party that is not a Qualified Purchaser without the prior written consent of Landlord. Except as expressly provided herein and in Section 6.1, Subleases of the Private Facilities shall not be ...
Permitted Assignment. City agrees that Licensee shall be permitted to enter into an Assignment of this Master License, without City's prior consent but with notice to City as provided below, to:
(a) an Affiliate, which is an entity that directly or indirectly controls, is controlled by or is under the common control with, Licensee, and has a net worth of at least Ten Million Dollars ($10,000,000);
(b) a Subsidiary, which is an entity controlled by Licensee and has a net worth of at least Ten Million Dollars ($10,000,000);
(c) an entity which acquires all or substantially all of Licensee’s assets in the market in which the licensed Premises are located (as the market is defined by the Federal Communications Commission (FCC)) due to an order or directive of the FCC;
(d) an entity that acquires Licensee by change of stock ownership or partnership interest. An Assignment is permitted (that is, does not require the SFMTA’s consent) under the circumstances stated above, only to the extent that the Assignee will use the Premises in the same manner as Licensee under this Master License and will hold all licenses, permits, and other approvals necessary to lawfully install Equipment on a Pole. As used above, the term "control" shall mean (a) as to a corporation, the ownership of stock having the right to exercise more than fifty percent (50%) of the total combined voting power of all classes of stock of the controlled corporation, issued and outstanding, and (b) as to partnerships and other forms of business associations, ownership of more than fifty percent (50%) of the beneficial interest and voting control of such association. Licensee shall provide SFMTA notice (30) days before the effective date such Assignment. Said notice shall include the contact information for the proposed Assignee and financial information establishing that the proposed Assignee meets the capital and fiscal qualifications stated in this Section. This section shall not apply if the Licensee is in default of this Master License.
Permitted Assignment. If Licensee desires to enter into an Assignment of this Master License or any Pole License issued under this Master License, Licensee shall give notice (a “Notice of Proposed Assignment”) to the City, stating in detail the terms and conditions for such proposed Assignment and complete information, including financial statements or information, business history, and references and other information about the proposed assignee (the “Assignee”) that the City needs to make a fully informed decision about Licensee’s request. If Licensee does not deliver all information that the City reasonably requires simultaneously with the Notice of Proposed Assignment, the date of Licensee’s delivery of notice will be deemed to have occurred only when it has delivered any additional information the City requests.
Permitted Assignment. LICENSEE may assign or delegate its rights or obligations under this Agreement only under the following circumstances:
10.1.1. by providing UNIVERSITY with written notice of the proposed assignment, including the proposed assignee’s contact information, at least thirty (30) days prior to the date of assignment, and obtaining UNIVERSITY’s express written consent to the proposed assignment, which consent shall not be unreasonably withheld; or
10.1.2. as part of a sale or change of control, regardless of whether such a sale or change of control occurs by operation of law or through an asset sale, stock sale, merger or other combination, or any other transfer of: (i) LICENSEE’s entire business; or (ii) that part of LICENSEE’s business that exercises all rights granted under this Agreement. Notwithstanding the foregoing, any assignment to an Excluded Entity is strictly prohibited.
Permitted Assignment. Neither CAW nor MCWD may assign its interest in this Agreement except in connection with the consolidation or merger of such Party into any other Person or the sale, agreement or other transfer or disposal of all or substantially all of such Party's assets in the Monterey Peninsula area (whether in one transaction or in a series of related transactions), if and only if (i) the assignee of such Party’s interest, or the corporation or other Person which results from any such consolidation, merger, acquisition, sale, agreement, transfer and/or disposition of assets, if not the transferring Party, assumes all of the transferring Party’s obligations, duties and liabilities under this Agreement; and (ii) any such assignment, consolidation, merger, acquisition, sale, transfer and/or disposition of assets would not result in a violation of any regulatory requirement applicable to any Party, including but not limited to any and all licensing requirements applicable to the Operator(s) of the Project Facilities.
