RELEASE OF CERTAIN LAND; ASSIGNMENTS AND SUBLEASING Sample Clauses

RELEASE OF CERTAIN LAND; ASSIGNMENTS AND SUBLEASING. 35 Section 9.1 Restriction on Sale of Facility; Release of Certain Land 35 Section 9.2 Removal of Facility Equipment 35 Section 9.3 Assignment and Subleasing 36 Section 9.4 Merger of Agency 37 ARTICLE X EVENTS OF DEFAULT AND REMEDIES 37 Section 10.1 Events of Default Defined 37 Section 10.2 Remedies on Default 39 Section 10.3 Remedies Cumulative 40 Section 10.4 Agreement to Pay Attorneys’ Fees and Expenses 40 Section 10.5 No Additional Waiver Implied by One Waiver 40 Section 10.6 Certificate of No Default 40 ARTICLE XI EARLY TERMINATION OF LEASE AGREEMENT OPTION IN FAVOR OF COMPANY 41 Section 11.1 Early Termination of Lease Agreement 41 Section 11.2 Conditions to Termination of Lease Agreement 41 Section 11.3 Conveyance on Termination 41 Section 11.4 Conveyance by Agency Upon Abatement Termination Date 39 ARTICLE XII LENDER PROVISIONS 42 Section 12.1 Subordination of Lease Agreement 42 Section 12.2 Mortgage and Pledge of Agency’s Interests to Lender 42 Section 12.3 Pledge of Company’s Interest to Lender 42 Section 12.4 Making of Loans; Disbursement of Loan Proceeds 42 Section 12.5 References to Lender, Loan or Mortgage 43 ARTICLE XIII ENVIRONMENTAL MATTERS 43 Section 13.1 Environmental Representations of the Company 43 Section 13.2 Environmental Covenants of the Company 44 Section 13.3 Survival Provision 46 ARTICLE XIV MISCELLANEOUS 46 Section 14.1 Notices 46 Section 14.2 Binding Effect 47 Section 14.3 Severability 48 Section 14.4 Amendments, Changes and Modifications 48 Section 14.5 Electronic Execution of Assignments and Certain Other Documents 45 Section 14.6 Execution of Counterparts 48 Section 14.7 Applicable Law 48 Section 14.8 List of Additional Facility Equipment; Further Assurances 48 Section 14.9 Survival of Obligations 48 Section 14.10 Table of Contents and Section Headings Not Controlling 48 Section 14.11 Waiver of Trial by Jury 48 EXHIBIT A Legal Description of Real Property EXHIBIT B Facility Equipment EXHIBIT C PILOT Schedule EXHIBIT D Sales Tax Agent Authorization Letter EXHIBIT E Sales Tax Registry EXHIBIT F Project Budget EXHIBIT G State Bureau of Public Works Certification for Covered Project Form EXHIBIT X Form Tenant Agency Compliance Agreement SCHEDULE A Schedule of Definitions THIS AMENDED AND RESTATED LEASE AND PROJECT AGREEMENT, dated as of the date set forth on the cover page hereto (this “Lease Agreement”), is between the TOWN OF BABYLON INDUSTRIAL DEVELOPMENT AGENCY, a public benefit corporation of the State of New York, having ...
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RELEASE OF CERTAIN LAND; ASSIGNMENTS AND SUBLEASING. 31 Section 9.1 Restriction on Sale of Company Facility; Release of Certain Land 31 Section 9.2 Removal of Equipment 31 Section 9.3 Assignment and Subleasing 32
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RELEASE OF CERTAIN LAND; ASSIGNMENTS AND SUBLEASING. Section 9.1.
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RELEASE OF CERTAIN LAND; ASSIGNMENTS AND SUBLEASING 
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Related to RELEASE OF CERTAIN LAND; ASSIGNMENTS AND SUBLEASING

  • Subletting and Assignment Subject to the provisions of Article 19 and Section 20.2 and any other express conditions or limitations set forth herein, Lessee may, but only with the consent of Lessor (which shall not be unreasonably withheld or delayed), (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor.

  • Assignment and Subletting (a) Except as provided in subsection (d) below, without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion, Tenant may not sublease, assign, mortgage, pledge, hypothecate or otherwise transfer or permit the transfer of this Lease or the encumbering of Tenant’s interest therein in whole or in part, by operation of Law or otherwise or permit the use or occupancy of the Premises, or any part thereof, by anyone other than Tenant, provided, however, if Landlord chooses not to recapture the space proposed to be subleased or assigned as provided in Section 10.2, Landlord shall not unreasonably withhold, delay or condition its consent to a subletting or assignment under this Section 10.1. Tenant agrees that the provisions governing sublease and assignment set forth in this Article Ten shall be deemed to be reasonable. If Tenant desires to enter into any sublease of the Premises or assignment of this Lease, Tenant shall deliver written notice thereof to Landlord (“Tenant’s Notice”), together with the identity of the proposed subtenant or assignee and the proposed principal terms thereof and financial and other information sufficient for Landlord to make an informed judgment with respect to such proposed subtenant or assignee at least twenty (20) days prior to the commencement date of the term of the proposed sublease or assignment. Landlord shall notify Tenant in writing of its approval or disapproval of the proposed sublease or assignment or its decision to exercise its rights under Section 10.2 within fifteen (15) days after receipt of Tenant’s Notice (and all required information). In no event may Tenant sublease any portion of the Premises or assign the Lease to any other tenant of the Project if Landlord has space then available that would satisfy such other tenant’s space needs. Tenant shall submit for Landlord’s approval (which approval shall not be unreasonably withheld, conditioned or delayed) any advertising which Tenant or its agents intend to use with respect to the space proposed to be sublet.

  • Assignment and Subleasing This Site Lease may be assigned and/or the Project Site subleased, as a whole or in part, by the Developer only upon the prior written consent of the District to such assignment or sublease, which shall not be unreasonably withheld.

  • Transfer and Assignment Party A may assign or transfer any of its rights or delegate any of its duties hereunder, without the prior written consent of Party B, to (i) any affiliate of Party A, whose obligations hereunder and under the Agreement are fully and unconditionally guaranteed by Party A or (ii) any affiliate of Party A that has a rating for its long-term, unsecured and unsubordinated indebtedness or a long-term issuer rating that is equal to or better than the rating for Party A’s long-term, unsecured and unsubordinated indebtedness or Party A’s long-term issuer rating, as the case may be, at the time of such assignment or transfer so long as, in each case, at the time of such assignment or transfer (a) Party B will not, as a result of such assignment or transfer, be required to pay to such assignee or transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which Party B would have been required to pay Party A in the absence of such assignment or transfer; (b) Party B will not, as a result of such assignment or transfer, receive a payment from which an amount has been withheld or deducted on account of a Tax under Section 2(d)(i) of the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer; and (c) no Event of Default, Potential Event of Default or Termination Event will occur as a result of such assignment or transfer. Notwithstanding any other provision in this Forward Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B to the extent of any such performance.

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