Release of Transferring Developer Sample Clauses

Release of Transferring Developer. Except with respect to a permitted transfer and assignment under Section 14.a. to an Affiliated Party, notwithstanding any sale, transfer or assignment of all or a portion of the Property, Developer shall continue to be obligated under this Development Agreement as to all or the portion of the Property so transferred unless City is satisfied the Assignee is fully able to comply with Developer's obligations under this Development Agreement (both financially and otherwise) and Developer is given a release in writing.
Sample 1
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Release of Transferring Developer. Except with respect to a Permitted transfer and assignment under Section 7.2 to an Affiliated Party, notwithstanding any sale, transfer or assignment of all or a portion of the Property, Developer shall continue to be obligated under this Agreement as to all or the portion of the Property so transferred unless City is satisfied the Assignee is fully able to comply with Developer’s obligations under this Agreement (both financially and otherwise) and Developer is given a release in writing. Developer shall provide to City all information reasonably necessary for City to determine the financial and other capabilities of Assignee. Such release shall be provided by City upon Developer’s full satisfaction of all of the following conditions: 7.3.1 City is reasonably satisfied that Assignee is fully able to comply with Developer’s obligations under this Agreement (both financially and otherwise). 7.3.2 A showing by Developer that Developer no longer has a legal or equitable interest in the portion of the Property (which may be all of the Property) for which a release is requested. 7.3.3 Developer is not then in Default under this Agreement and has received no Notice to Cure. 7.3.4 Developer has provided City with notice and the fully executed assignment and assumption agreement. 7.3.5 Assignee provides City with security equivalent to any security previously provided by Developer to secure performance of its obligations hereunder, if any. Notwithstanding any other provision hereof to the contrary, if Developer only transfers a portion of the Property, then Developer shall continue to be obligated under this Agreement with respect to the balance of the Property not so transferred.
Sample 1
Release of Transferring Developer. Except with respect to a transfer and assignment under Section 9.5.1 to a member of Developer or to an entity controlling, controlled by or under common control with Developer or a member of Developer, notwithstanding any sale, transfer or assignment of all or a portion of the Property, Developer shall continue to be obligated under this Agreement as to all or the portion of the Property so transferred unless the County is satisfied the Assignee is not less able to comply with Developer's obligations under this Agreement (both financially and otherwise) and Developer is given a release in writing. Developer shall provide to the County all information reasonably necessary for the County to determine the financial and other capabilities of Assignee. Such release shall be provided by the County upon the full satisfaction by Developer of the following conditions: (a) County is reasonably satisfied that Assignee is not less able than Developer to comply with Developer's obligations under this Agreement (both financially and otherwise). (b) A showing by Developer that Developer no longer has a legal or equitable interest in the portion of the Property (which may be all of the Property) for which a release is requested. (c) Developer is not then in Default under this Agreement and has received no Notice to Cure. (d) Developer has provided the County with the County notice and the Assignee's acknowledgement. (e) Assignee provides the County with security equivalent to any security previously provided by Developer to secure performance of its obligations hereunder, if any. Notwithstanding the foregoing, if Developer only transfers a portion of the Property, then Developer shall continue to be obligated under this Agreement with respect to the balance of the Property not so transferred.
Sample 1

Related to Release of Transferring Developer

  • Effective Date of Transfer Any assignment of a Limited Partner's Interest or Special Limited Partner's Interest pursuant to Section 12.1 shall become effective as of the first day of the calendar month in which the last of the conditions to such assignment are satisfied.

  • Notice of Transfer The Agent may deem and treat a Lender party to this Agreement as the owner of such Lender’s portion of the Obligations for all purposes, unless and until, and except to the extent, an Assignment and Acceptance shall have become effective as set forth in Section 10.06.

  • FORM OF TRANSFER FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________ the within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register of the within-named Trust, with full power of substitution in the premises. Dated: _______________ NOTICE: The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever. SIGNATURE GUARANTEED The signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or witnessed signatures are not acceptable. The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account of __________________________ account number _______________ or, if mailed by check, to __________________________. Statements should be mailed to _________________________. This information is provided by assignee named above, or ______________________________, as its agent. [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1 1 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 2 Book-Entry Certificate legend. PASS-THROUGH RATE: 3.278% DENOMINATION: $[ ] DATE OF POOLING AND SERVICING AGREEMENT: AS OF NOVEMBER 1, 2017 CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN) CLOSING DATE: NOVEMBER 30, 2017 FIRST DISTRIBUTION DATE: DECEMBER 12, 2017 APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-2 CERTIFICATES AS OF THE CLOSING DATE: $72,424,000 MASTER SERVICER: XXXXX FARGO BANK, NATIONAL ASSOCIATION SPECIAL SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION TRUSTEE: WILMINGTON TRUST, NATIONAL ASSOCIATION CERTIFICATE ADMINISTRATOR: XXXXX FARGO BANK, NATIONAL ASSOCIATION OPERATING ADVISOR: PENTALPHA SURVEILLANCE LLC ASSET REPRESENTATIONS REVIEWER: PENTALPHA SURVEILLANCE LLC CUSIP NO.: 36254K AJ1 ISIN NO.: US36254KAJ16 COMMON CODE NO.: 172608094 CERTIFICATE NO.: [A-2-1]

  • Effective Date of Transfer Certificate A Transfer Certificate becomes effective on the date, if any, specified in the Transfer Certificate as its effective date Provided that it is signed by the Agent under Clause 26.3 on or before that date.

  • Effect of Transfer Within Escrow After the transfer of escrow securities within escrow, the escrow securities will remain in escrow and released from escrow under this Agreement as if no transfer has occurred on the same terms that applied before the transfer. The Escrow Agent will not deliver any share certificates or other evidence of the escrow securities to transferees under this Part 5.

  • Closing of Transfer Books At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Shares shall thereafter be made.

  • Documentation of Transfer Seller shall undertake to file the documents which would be necessary to perfect and maintain the transfer of the security interest in and to the Receivables and Other Conveyed Property.

  • Method of Transfer Attestation GIS REC tracking system, specified as . Serial number (if applicable).

  • Release of D&O Lock-up Period If the Representative, in its sole discretion, agrees to release or waive the restrictions set forth in the Lock-Up Agreements described in Section 2.24 hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver at least three (3) Business Days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two (2) Business Days before the effective date of the release or waiver.

  • Terms of Transfer Upon the transfer referred to in Section 6.1 becoming effective: (a) Project Co and the Authority will be released from their obligations under the Project Agreement to each other, including with respect to indemnification under the Project Agreement whether arising prior to or after such transfer (the “Discharged Obligations”); (b) the Suitable Substitute Project Co and the Authority will assume obligations which are substantially similar to the Discharged Obligations, but owed to or assumed by the Suitable Substitute Project Co instead of Project Co; (c) the rights of Project Co against the Authority under the Project Agreement and vice versa (the “Discharged Rights”) will be cancelled; (d) the Suitable Substitute Project Co and the Authority will acquire rights against each other which differ from the Discharged Rights only insofar as they are exercisable by or against the Suitable Substitute Project Co instead of Project Co; (e) any subsisting ground for termination of the Project Agreement by the Authority will be deemed to have no effect and any subsisting Termination Notice will be automatically revoked; (f) the Authority will enter into a lenders’ remedies agreement with the Suitable Substitute Project Co and a representative of Senior Lenders lending to the Suitable Substitute Project Co on substantially the same terms as this Agreement; and (g) any Deductions that arose prior to that time will not be taken into account after the transfer for the purposes of Sections 11.1(b) and 12.1(h) of the Project Agreement and Sections 6.7 and 6.8 of Schedule 4 to the Project Agreement.

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