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.
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. Landlord may assign this Lease and subject to applicable law may sell the premises to a third party upon said party’s consent to be bound by all provisions of this lease.
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.
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. 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.
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. 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. Landlord shall have the right to assign or transfer its interest in this Lease in connection with a Sale of the Premises subject to this Lease which shall remain in fall force and effect, provided Tenant's ability to obtain and maintain the licenses and permits necessary for the operation of its retirement and health care facilities is not materially and adversely affected by any proposed sale or assignment of Landlord's interest in the Premises. Furthermore, Landlord shall have the right to assign or transfer without restriction its interest in this Lease as collateral security with respect to any financing secured by an interest in the Premises. Upon any Sale of the Premises, Landlord shall assign this Lease to the purchaser and, concurrently with the finalization thereof, the purchaser shall, by an appropriate written instrument, assume (subject to the provisions of Section 24.21) all of Landlord's obligations hereunder. Any attempted sale or assignment in violation of the provisions of this Section 16.01 shall be void and without effect. Within thirty (30) days after Landlord sends Notice to Tenant advising Tenant of the name, identity and address of any proposed assignee or transferee and requesting a determination as to whether the proposed assignment or transfer would violate the requirements of the first sentence of this Section 16.01, Tenant shall advise Landlord by Notice to Landlord whether or not such proposed assignment or transfer would violate such requirements and, if so, setting forth in reasonable detail the basis for such violation (which Notice shall be binding upon Tenant), and if Tenant fails to send such Notice to Landlord prior to the expiration of such thirty (30) day period, such assignment or transfer shall be deemed to comply with the requirements of the first sentence of this Section 16.01.
