SALE OR ASSIGNMENT BY LANDLORD. (a) Subject to the provisions of this Section 10.7 and in Sections 10.8 and 10.9, Landlord shall have the right, without the prior consent of Tenant, to assign or otherwise transfer this Lease or sell the Sites and the Phase II Sites, or any rights or interest which Landlord may have under this Lease, to any Person other than a Tenant Competitor or any Affiliate thereof; provided, (A) that Landlord shall be prohibited from consummating any such assignment, transfer or sale (i) prior to the Completion Date (as defined in the Partnership Agreement) and (ii) if the Phase II Partnership exercises the option set forth in either Section 5.13(a) or (b), during the Phase II Development Period (as defined in the Partnership Agreement); and (B) nothing in this Section 10.7(a) or elsewhere in this Article X shall restrict an assignment, transfer or sale of the Sites and the Phase II Sites, together with Landlord’s interest in this Lease, (i) as part of, or in connection with, a direct or indirect sale of the Theme Park permitted by, Section 12.1 of the Resort Agreement or (ii) to the then current Theme Park Owner or an Affiliate thereof (and such assignment, transfer or sale described in this clause (B) shall be hereinafter referred to as a “Theme Park Related Transfer”). In no event shall Landlord sell Landlord’s interest in this Lease, the Sites and the Phase II Sites (as long as LOH or any Affiliate thereof has an ownership interest in such Phase II Hotels) other than as a sale of all of Landlord’s interests in the Sites, the Phase II Sites and this Lease in a single transaction to a single purchaser. The consent of Tenant, in its sole discretion (which shall not be subject to arbitration hereunder), shall be required for any such assignment, transfer or sale to a Tenant Competitor or any Affiliate thereof, except pursuant to a Theme Park Related Transfer. Such consent shall in no event be construed to relieve Landlord or such assignee or buyer from the obligation of obtaining the express consent in writing of Tenant to any further such assignment, transfer or sale to a Tenant Competitor to the extent such consent is required hereunder. Any assignment, transfer or sale in violation of this Section 10.7(a) shall be voidable at Tenant’s option.
(b) Subject to Section 10.8, (i) if Landlord is a corporation that is neither a Lending Institution nor a corporation whose shares are traded on a national securities exchange, or if a corporation that is neither a Lending In...
SALE OR ASSIGNMENT BY LANDLORD. It is agreed that Landlord may at any time assign or transfer its interest as Landlord in and to this Lease, or any part thereof, and may at any time sale or transfer its interest in the fee of the Premises, or its interest in and to the whole or any portion of the Premises.
SALE OR ASSIGNMENT BY LANDLORD. Landlord shall be automatically freed and relieved from all liability respecting the performance of any covenants or obligations on the part of Landlord contained in this Lease upon a sale, conveyance or assignment of its interest in the Premises, Building or Project except as to the obligations already accrued. Upon any such sale, conveyance or assignment, the buyer, grantee or assignee shall become responsible for all of the covenants and conditions herein contained and on the part of Landlord to be observed or performed after the time of such sale or conveyance.
SALE OR ASSIGNMENT BY LANDLORD. Notwithstanding anything to the contrary contained herein, but subject to Section 21.41.3 below, the following will be applicable in connection with financing by Landlord that is secured by the Properties:
21.41.1 The Landlord shall have the right to finance the acquisition and ownership of the Properties by pledging, assigning, mortgaging or otherwise transferring its right, title and interest in the Properties and any or all amounts due from the Tenant or any third party under this Lease to any holder (each, a "Noteholder") of any note or instrument issued by the Landlord in respect of such financing (a "Mortgage Financing"), or any agent or trustee acting on behalf of or for the benefit of such holder(s)' benefit (collectively, with their respective successors and assigns, "Landlord's Mortgagee"); provided, that any such pledge, assignment, mortgage or transfer shall be subject to the rights and interest of the Tenant under this Lease; and
21.41.2 Any Landlord's Mortgagee shall, except as otherwise agreed by the Landlord and such Landlord's Mortgagee, have all the rights, powers, privileges and remedies of the Landlord hereunder, and the Tenant's obligations as between itself and such Landlord's Mortgagee hereunder shall not be subject to any claims or defenses that the Tenant may have against the Landlord. Upon written notice to the Tenant of any such assignment, the Tenant shall thereafter make payments of Basic Rent and other sums due hereunder to the Landlord's Mortgagee, to the extent specified in such notice, and such payments shall discharge the obligation of the Tenant to the Landlord hereunder to the extent of such payments. Anything contained herein to the contrary notwithstanding, no Landlord's Mortgagee shall be obligated to perform any duty, covenant or condition or required to be performed by the Landlord hereunder, and any such duty, covenant or condition shall be and remain the sole obligation of the Landlord. Tenant further acknowledges that upon written notice to the Tenant of any such assignment, to the extent specified in such notice, the Landlord may not consent to any amendment, modification or waiver to this Lease, give any approval, consent, notice or acceptance under this Lease or exercise any discretion under this Lease, in each case without the prior written consent of the Landlord's Mortgagee and the Tenant agrees to provide to the Landlord's Mortgagee a copy of all notices or consents or requests for consent or approval by L...
SALE OR ASSIGNMENT BY LANDLORD. 37.1 It is agreed that Landlord may at any time sell, assign or transfer by lease or otherwise its interest as Landlord in and to this Lease, or any part thereof, and may at any time sell, assign or transfer its interest in and to the whole or any portion of the Premises or the Building. In the event of any transfer of Landlord's interest in the Premises or the Building, the transferor shall be automatically relieved of any and all of Landlord's obligations and liabilities accruing from and after the date of such transfer provided that the transferee assumes all of Landlord's obligations under this Lease.
37.2 Tenant hereby agrees to attorn to Landlord's assignee, transferee, or purchaser from and after the date of notice to Tenant of such assignment, transfer or sale, in the same manner and with the same force and effect as though this Lease were made in the first instance by and between Tenant and other assignee, transferee or purchaser. In the event of the exercise of the power of sale under, or the foreclosure of, any deed of trust, mortgage or other encumbrances placed by Landlord against all or any portion of the Premises, Tenant shall, upon demand, attorn to the purchaser upon the effective date of any such sale or foreclosure of any such deed of trust, mortgagee or other encumbrance, and shall recognize the purchaser or judgment creditor as the Landlord under the Lease, provided the purchaser or judgment creditor recognizes Tenant's rights under this Lease.
SALE OR ASSIGNMENT BY LANDLORD. Subject to Lease. Landlord shall have the right to assign or transfer its interest in this Lease in connection with a Sale of a Hotel subject to this Lease
SALE OR ASSIGNMENT BY LANDLORD. 15 ARTICLE 11 - INDEMNITY AND RISK OF INJURY, LOSS AND DAMAGE. . . . . . . . . . 15
SALE OR ASSIGNMENT BY LANDLORD. If the Landlord sells or leases the Development, or any part of it, or if the Landlord assigns this Lease, or any interest in it, then to the extent that such purchaser, tenant or assignee assumes the Landlord’s Covenants, the Landlord will, and without further agreement, be freed and relieved of all liability with respect to the Landlord’s Covenants.
SALE OR ASSIGNMENT BY LANDLORD. Landlord may sell the Real Estate or assign its interest in this Lease, or any part thereof, in the exercise of its sole discretion. Upon the written request of Landlord, Tenant shall deliver to Landlord written acknowledgment of the same and confirm that it agrees to be fully bound under the Lease to any such buyer or assignee. In the event of any such sale or assignment, Landlord shall be entirely freed and relieved of all agreements and obligations of Landlord hereunder accruing or to be performed after the date of such sale or assignment, including, without limitation, any obligation to return the Security Deposit or to make any accounting therefor, so long as the assignee or purchaser acknowledges its liability therefor in accordance with the terms of this Lease. Additionally, supplementing the provisions of Section 21.1 hereof, within ten (10) days after the written request of Landlord, Tenant shall provide any information or certification of the status of this Lease reasonably requested by Landlord and Tenant shall execute any memoranda, certificate attornment or other document in recordable form or otherwise as required by Landlord or shall undertake any action reasonably requested by Landlord to evidence the existence of this Lease or to effectuate any such sale or assignment.
SALE OR ASSIGNMENT BY LANDLORD. Landlord will have the right in its sole and unfettered discretion to sell, assign, mortgage, convey, or otherwise dispose of the Premises and Landlord's rights in and interest under this Lease, but only subject to all the terms and conditions of this Lease.
