SPECIAL LESSEE TRANSFER Sample Clauses

SPECIAL LESSEE TRANSFER. In the case of a Regulatory Event of Loss or Burdensome Buyout Event under the Facility Lease, the Facility Lessee (or its designee), so long as the Facility Lessee shall remain liable under the Facility Lease to pay Basic Lease Rent and all other payments under the Facility Lease, upon not less than thirty (30) days’ written notice to the Owner Participant and the Lease Indenture Trustee, on the applicable Termination Date, may purchase the Owner Participant’s Beneficial Interest, or, in the case of a Burdensome Buyout Event, the membership interest in the Owner Participant, and keep the Facility Lease in place; provided that (i) the Owner Participant shall not suffer any detriment (including tax or book consequences) from such purchase (as compared to that which would have resulted had the Facility Lessee terminated the Facility Lease and purchased the Owner Lessor’s Interest), (ii) the Facility Lessee satisfies the transferee requirements contained in Section 12.1 hereof applicable to transfers by the Owner Participant, if applicable and (iii) NRG pays all expenses incurred by the other Lease Financing Parties in connection therewith. If the Facility Lessee chooses to purchase the Owner Participant’s Beneficial Interest or the membership interest in the Owner Participant, as the case may be, pursuant to the preceding sentence, on the applicable Termination Date, NRG (or its designee) shall pay to the Owner Participant or to the Equity Investor, as the case may be, the Special Lessee Transfer Amount determined as of such date, plus all amounts due and payable to the Owner Participant or Equity Investor, as the case may be, on such date under the Operative Documents. Concurrently with the payment of all sums required to be paid pursuant to this Section 17 (or on such later date of transfer of the Owner Participant’s Beneficial Interest or membership interest in the Owner Participant, as the case may be, in accordance with clause (ii) below) (i) the Facility Lessee shall cease to have any liability to the Owner Participant with respect to the Operative Documents, except for obligations surviving pursuant to the express terms of any Operative Document or which have otherwise accrued but not been paid as of such date and (ii) the Owner Participant or the Equity Investor, as the case may be, will transfer (by an appropriate instrument of transfer in form and substance reasonably satisfactory to the Owner Lessor and prepared and recorded at NRG’s expense) the ...
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SPECIAL LESSEE TRANSFER. 80 SECTION 15.1 METHOD OF TRANSFER...................................80 SECTION 15.2 EFFECT OF TRANSFER...................................81
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SPECIAL LESSEE TRANSFER. 76 Section 14.1 Special Lessee Transfer.........................................................76
Sample 1
SPECIAL LESSEE TRANSFER. In the case of a Regulatory Event of Loss or Burdensome Buyout Event under the Facility Lease, the Owner Participant (for purposes of this ARTICLE XV, the "SELLING PARTY") shall have the right, but shall be under no obligation, to sell the Lessor Membership Interest, in which event the Facility Lease (and the Lessor Notes) shall remain in place (a "SPECIAL LESSEE Transfer"). At the request of the Selling Party, the Facility Lessee will, as nonexclusive agent for such Selling Party, use commercially reasonable efforts to obtain cash bids from unaffiliated third parties for the sale of the Lessor Membership Interest. Upon not less than 30 days' written notice to the Selling Party, the Facility Lessee may, but shall be under no obligation to, make an offer to purchase the Lessor Membership Interest and shall have a right of first refusal with respect to any offer received from an unaffiliated third party (which may be exercised any time prior to the Termination Date), in connection with such sale. Only BONA FIDE bids, whether from the Facility Lessee or a third party, to purchase the Lessor Membership Interest for cash on the applicable Termination Date on an "as is, where is" basis without any representation, other than by the Owner Participant as to the absence of Owner Participant Liens, shall be qualifying cash bids ("QUALIFYING SPECIAL LESSEE TRANSFER BIDS") and all the proceeds of any such Qualifying Special Lessee Transfer Bid shall be for the account of the Selling Party. If a Qualifying Special Lessee Transfer Bid is received and the Selling Party accepts such bid in writing, the Facility Lessee shall pay the Selling Party on the Termination Date (i) the Special Lessee Transfer Amount determined as of such Termination Date, less the cash actually received by such Selling Party in connection with such Qualifying Special Lessee Transfer Bid (or, if the amount of such cash actually received by such Selling Party from such Qualifying Special Lessee Transfer Bid is equal to or greater than the Special Lessee Transfer Amount, zero) PLUS (ii) any other payment due and unpaid, or accrued and unpaid, under any Operative Document (other than Basic Lease Rent or Renewal Rent payable on or after such Termination Date) (the "ADDITIONAL TRANSFER AMOUNTS"). If a Qualifying Special Lessee Transfer Bid is rejected in writing by the applicable Selling Party and such Selling Party has not elected to retain the Lessor Membership Interest, the Facility Lessee shall pay s...
Sample 1
SPECIAL LESSEE TRANSFER. Upon the occurrence and during the continuance of a Special Lessee Transfer Event, AEE (or its designee as provided below) may, in lieu of performing its obligation to purchase the Lessor's Interest pursuant to Section 10.2 of the Lease (in the case of a Regulatory Event of Loss) or exercising its right to purchase the Lessor's Interest pursuant to Section 13.1 or 13.2 of the Lease (in the case of a Burdensome Buyout Event) and notwithstanding the limitations set forth in Section 8.1, upon not less than 30 days' written notice to the Owner Participant and the Indenture Trustee, purchase all (but not less than all) of the Owner Participant's Beneficial Interest (the "Special Lessee Transfer") on the applicable Termination Date at a price equal to the Special Lessee Transfer Amount determined as of the date of such transfer and keep the Lease in effect.
Sample 1
SPECIAL LESSEE TRANSFER. In the case of a Regulatory Event of Loss or Burdensome Buyout Event under the Facility Lease, the Owner Participant or the Equity Investor, as applicable (either such Person, the "Selling Party") shall have the right, but ------------- shall be under no obligation to, sell the Lessor Membership Interest or all of the outstanding membership interests in the Owner Participant, respectively (either such interests or interest, the "Applicable Member Interest"), in which -------------------------- event the Facility Lease (and the Lessor Notes) shall remain in place (a "Special Lessee Transfer"). At the request of the Selling Party, the Facility ----------------------- Lessee will, as nonexclusive agent for such Selling Party, use commercially reasonable efforts to obtain cash bids from unaffiliated third parties for the sale of the Applicable Member Interest. Upon not less than 30 days' written notice to the Selling Party,
Sample 1

Related to SPECIAL LESSEE TRANSFER

  • Charge / Transfer If the separate document of title or strata title for the Property has been issued whether before on or after the date of auction sale, the Assignee shall not be required to procure a Memorandum of Transfer nor to register its charge as prescribed by the National Land Code 1965 or Sarawak Land Code or the Land Ordinance Cap. 68 of the Laws of Sabah (where applicable) in favour of the Purchaser from the Developer and/or Proprietor (as the case may be).

  • Servicing Transfer In the event that a successor Master Servicer is appointed pursuant to the Pooling and Servicing Agreement, from and after the effective date of such transfer of servicing, the successor Master Servicer appointed pursuant to the Pooling and Servicing Agreement, and not the former Master Servicer, shall (a) be responsible for the performance of all servicing functions to be performed from and after such date, (b) agree to be bound by the terms, covenants and conditions contained herein applicable to the Master Servicer and be subject to the duties and obligations of the Master Servicer hereunder, and (c) agree to indemnify and hold harmless the Credit Enhancement Provider from and against any and all claims, damages, losses, liabilities, costs or expenses whatsoever which the Credit Enhancement Provider may incur (or which may be claimed against the Credit Enhancement Provider) by reason of the gross negligence or willful misconduct of the successor Master Servicer in exercising its powers and carrying out its obligations under the Pooling and Servicing Agreement and the Series Supplement. Such transfer of servicing shall not affect any rights or obligations of the former Master Servicer under this Agreement that arose prior to the effective date of the transfer of servicing, except that such former Master Servicer shall have no obligation to indemnify the Credit Enhancement Provider as a result of any act or failure to act of any successor Master Servicer in the performance of the servicing functions.

  • Details of the transfer The details of the transfer and in particular the special categories of personal data where applicable are specified in Appendix 1 which forms an integral part of the Clauses.

  • Servicing Agreement General Summary The Sellers and the Purchasers intend this Agreement to amend and restate that certain “Servicing Agreement,” dated March 23, 2021, for purposes of the Purchase Agreement and wish to set forth herein the terms upon which each Purchaser will, to the fullest extent permitted by applicable Law and the applicable Corporate Trust Contract, and subject to the applicable provisions of this Agreement, assume the responsibility (as agent of the applicable Seller) to supervise, manage, administer and otherwise discharge the duties of the applicable Seller in a Corporate Trust Capacity under (a) any Restricted Appointment and (b) any Excluded Appointment (collectively, the “Serviced Appointments”), and the Purchasers will discharge and perform when due, and indemnify the Sellers for, the Assumed Servicing Liabilities.

  • Assignment and Transfer The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

  • Property Management Agreement The Property Management Agreement is in full force and effect and, to Borrower's Knowledge, there are no defaults thereunder by any party thereto and no event has occurred that, with the passage of time and/or the giving of notice would constitute a default thereunder.

  • Description of the Transfer The details of the transfer and of the personal data are specified in Annex B. The parties agree that Annex B may contain confidential business information which they will not disclose to third parties, except as required by law or in response to a competent regulatory or government agency, or as required under clause I(e). The parties may execute additional annexes to cover additional transfers, which will be submitted to the authority where required. Annex B may, in the alternative, be drafted to cover multiple transfers.

  • Property Manager Any entity that has been retained to perform and carry out property rental, leasing, operation and management services at one or more of the Properties, excluding persons, entities or independent contractors retained or hired to perform facility management or other services or tasks at a particular Property.

  • Wire Transfer Instructions I will wire funds from my outside account according to the “Subscription Instructions” Page. ____ I will wire funds from my Aegis Capital Account. ____The funds for this investment are rolled over, tax deferred from __________ within the allowed 60 day window.

  • Payment and Transfer Unless otherwise mutually agreed, all transfers of funds hereunder shall be in immediately available funds. All Securities transferred by one party hereto to the other party (i) shall be in suitable form for transfer or shall be accompanied by duly executed instruments of transfer or assignment in blank and such other documentation as the party receiving possession may reasonably request, (ii) shall be transferred on the book-entry system of a Federal Reserve Bank, or (iii) shall be transferred by any other method mutually acceptable to Seller and Buyer.

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