Special Lessee Transfers Sample Clauses

Special Lessee Transfers. In the case of Special Lessee Transfer Event, the Facility Lessee (or its designee), so long as the Facility Lessee shall remain liable under the Facility Lease to pay Periodic Lease Rent or Renewal Lease Rent and all its other payments under the Facility Lease, upon not less than 30 days' written notice to the Owner Participant and, so long as the Lien of the Lease Indenture shall not have been terminated or discharged, the Lease Indenture Trustee, on the applicable Termination Date, may purchase the Member Interest, and keep the Facility Lease (and the Loans) in place; provided that (i) the Owner Participant shall have (A) suffered no unindemnified detriment from such purchase (determined based on the indemnification provisions contained in the Operative Documents and as compared to those that would have resulted had the Facility Lessee terminated the Facility Lease), (B) received an indemnity against such risks in form and substance reasonably satisfactory to the Owner Participant from or Conemaugh Participation Agreement 74 80 guaranteed by an entity that meets the Minimum Credit Rating, or (C) received any other indemnity arrangement against such risks satisfactory to the such Owner Participant, and (ii) the Facility Lessee or designee satisfies the requirements contained in Section 8.1 applicable to transfers by the Owner Participant, if applicable. If the Facility Lessee chooses to purchase the Member Interest pursuant to the preceding sentence, on the applicable Termination Date, the Facility Lessee (or its designee) shall pay to the Owner Participant the Special Lessee Transfer Amount determined as of such date, plus all amounts due and payable to the Owner Participant or the Equity Investor on such date under the Operative Documents. Concurrently with the payment of all sums required to be paid pursuant to this Section 14.1 (or on such later date of transfer of the Member Interest in accordance with clause (ii) below) (i) the Facility Lessee shall cease to have any liability to the Owner Participant, the Equity Subsidiary, the Equity Subsidiary Holding Company, the Equity Investor or the OP Guarantor with respect to the Operative Documents, except for obligations (including those contained in Sections 10.1 and 10.2 and in the Tax Indemnity Agreement) 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 will transfer (by an appropriate ins...
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Special Lessee Transfers. Upon the occurrence and during the continuance of a Special Lessee Transfer Event, PPL Montana (or its designee as provided below) may (a) terminate the Facility Lease in accordance with its terms, or (b) upon not less than 30 days' written notice to the Owner Participant and the Lease Indenture Trustee, purchase, subject to the limitations set forth in Section 9.1, all of the Owner Participant's Member Interest (any purchase under clause (b) being referred to as 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 Facility Lease in effect. On the applicable Termination Date, PPL Montana (or its designee) shall pay to the Owner Participant or the OP Guarantor the Special Lessee Transfer Amount determined as of such date, plus all amounts due and payable to the Owner Participant on such date (including all costs and expenses of the Owner Participant or the OP Guarantor and all sales, use, value added and other Taxes covered by Section 11.2 hereof associated with the Special Lessee Transfer pursuant to this Section 15.1, to the extent such amounts have not otherwise been reimbursed by PPL Montana pursuant to this Section 15.1, it being understood that any transfer pursuant to this Section 15.1 shall not be considered a voluntary transfer for purposes of Section 11.2). Concurrently with the payment of all sums required to be paid pursuant to this Section 15.1 (or on such later date of transfer of the Owner Participant's Member Interest in accordance with clause (ii) below) (i) PPL Montana shall cease to have any liability to the Owner Participant or the OP Guarantor with respect to the Operative Documents, except for obligations (including Sections 11.1 and 11.2 hereof and the Tax Indemnity Agreement) 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 OP Guarantor will transfer (by an appropriate instrument of transfer) the Owner Participant's Member Interest to PPL Montana (or their designee); provided, however, that if the Lien of the Lease Indenture has not been terminated or discharged, such transfer shall not be made to PPL Montana, but shall be made to PPL Montana's designee promptly upon PPL Montana's designation of such designee and such designee will agree not to transfer the Owner Participant's Member Interest ...
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Related to Special Lessee Transfers

  • Assignment and Transfers Except as the Committee may otherwise permit pursuant to the Plan, the rights and interests of the Participant under this Agreement may not be sold, assigned, encumbered or otherwise transferred except, in the event of the death of the Participant, by will or by the laws of descent and distribution. In the event of any attempt by the Participant to alienate, assign, pledge, hypothecate, or otherwise dispose of the Stock Units or any right hereunder, except as provided for in this Agreement, or in the event of the levy or any attachment, execution or similar process upon the rights or interests hereby conferred, the Company may terminate the Stock Units by notice to the Participant, and the Stock Units and all rights hereunder shall thereupon become null and void. The rights and protections of the Company hereunder shall extend to any successors or assigns of the Company and to the Company’s parents, subsidiaries, and affiliates. This Agreement may be assigned by the Company without the Participant’s consent.

  • Assignments and Transfers No Party may assign any of its rights and benefits or transfer any of its rights, benefits and obligations in respect of any Debt Documents or the Liabilities except as permitted by this Clause 19.

  • Landlords’ Agreements, Mortgagee Agreements, Bailee Letters and Real Estate Purchases Each Credit Party shall use commercially reasonable efforts to obtain a landlord's agreement, mortgagee agreement or bailee letter, as applicable, from the lessor of each leased property, the mortgagee of each owned property and the bailee with respect to each warehouse, processor or converter facility or other location where Collateral is stored or located, which agreement or letter shall contain a waiver or subordination of all Liens or claims that the landlord, mortgagee or bailee may assert against the Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to Agent. After the Restatement Closing Date, no real property or warehouse space shall be leased by any Credit Party and no Inventory shall be shipped to a processor or converter under arrangements established after the Restatement Closing Date without the prior written consent of Agent, unless and until a satisfactory landlord agreement or bailee letter, as appropriate, shall first have been obtained with respect to such location. Each Credit Party shall timely and fully pay and perform its obligations under all leases and other agreements with respect to each leased location or public warehouse where any Collateral is or may be located. To the extent permitted hereunder, if any Credit Party proposes to acquire a fee ownership interest in Real Estate after the Restatement Closing Date, it shall first provide to Agent a mortgage, debenture, deed of trust or similar document granting Agent a first priority Lien on such Real Estate, together with a real property survey, local counsel opinion(s), and, if required by Agent, an environmental audit, mortgage title insurance commitment, supplemental casualty insurance and flood insurance, and such other documents, instruments or agreements reasonably requested by Agent, in each case, in form and substance reasonably satisfactory to Agent.

  • Assignments and transfer by Obligors No Obligor may assign any of its rights or transfer any of its rights or obligations under the Finance Documents.

  • Allocations Between Transferor and Transferee If a Partner transfers any part or all of its Partnership Interest, the distributive shares of the various items of Profit and Loss allocable among the Partners during such fiscal year of the Partnership shall be allocated between the transferor and the transferee Partner either (i) as if the Partnership’s fiscal year had ended on the date of the transfer, or (ii) based on the number of days of such fiscal year that each was a Partner without regard to the results of Partnership activities in the respective portions of such fiscal year in which the transferor and the transferee were Partners. The General Partner, in its sole and absolute discretion, shall determine which method shall be used to allocate the distributive shares of the various items of Profit and Loss between the transferor and the transferee Partner.

  • Assignments and Transfers by Investors The provisions of this Agreement shall be binding upon and inure to the benefit of the Investors and their respective successors and assigns. An Investor may transfer or assign, in whole or from time to time in part, to one or more persons its rights hereunder in connection with the transfer of Registrable Securities by such Investor to such person, provided that such Investor complies with all laws applicable thereto and provides written notice of assignment to the Company promptly after such assignment is effected.

  • 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.

  • Instruments of Conveyance and Transfer As soon as practicable after the Closing, SELLER shall deliver a certificate or certificates representing the Shares of SELLER to PURCHASER sufficient to transfer all right, title and interest in the Shares to PURCHASER.

  • Subordination and Attornment Requirements All Non-Residential Leases, regardless of whether Lender’s consent or approval is required, will specifically include the following provisions:

  • Assignments and transfers by Obligors No Obligor may assign or transfer any of its rights and obligations under the Finance Documents without the prior consent of all the Lenders.

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