Transfer by Guarantor Sample Clauses
The "Transfer by Guarantor" clause defines the conditions under which a guarantor may assign or transfer their obligations or rights under a guarantee agreement. Typically, this clause restricts the guarantor from transferring their responsibilities to another party without the prior written consent of the beneficiary or lender. For example, if a company guarantees a loan, it cannot simply pass that guarantee to another company unless the lender agrees. The core function of this clause is to ensure that the beneficiary retains control over who is responsible for the guarantee, thereby managing risk and maintaining the integrity of the original agreement.
Transfer by Guarantor. Without the prior written consent of Lender, which may be withheld in Lender’s sole discretion, Guarantor may not, at any time, sell, transfer or assign this Guaranty or any of the other Loan Documents to which Guarantor is a party or any of the Loan Documents to which Guarantor is a party or is otherwise a guarantor, and any or all rights or obligations with respect thereto.
Transfer by Guarantor. The Guarantor may not Transfer in whole or in part any of the Properties or any interest therein in any manner whatsoever, and may not Transfer this Agreement or any interest therein, without in each case complying with the following:
(a) it shall be a condition of such Transfer that the transferee or other counterparty to such transaction (the “Transferee”) first execute and deliver to the Royalty Holder an instrument in writing (the “Deed of Assumption”) pursuant to which such Transferee agrees to be bound by the terms of this Agreement and by all of the liabilities and obligations of the Guarantor with respect to the applicable Properties hereunder as guarantor in the same manner and to the same extent as though the Transferee was an original party hereto. If the Transferee is the parent company (the “Parent Company”) at the top of its corporate chain, then the Transferee shall also agree to be the Payor under this Agreement with respect to the applicable Properties in the Deed of Assumption in the place and stead of the Payor with respect to the applicable Properties (and the Payor shall also be a transferor). If the Transferee is not the Parent Company or is owned by another entity that itself is owned by the Parent Company (the “Intervening Company”), then the Payor hereunder as well as the Guarantor shall also be a transferor with respect to the applicable Properties. The transferee Parent Company and the applicable transferee Intervening Company shall also execute and deliver the Deed of Assumption whereby such transferee Parent Company and the transferee Intervening Company agree to be bound by the terms of this Agreement with respect to the applicable Properties and by all of the liabilities and obligations of the Payor and the Guarantor transferor hereunder with respect to the applicable Properties in the same manner and to the same extent as if the transferee Parent Company and the transferee Intervening Company were original parties. It Is understood and agreed that if there has been a Deed of Assumption with respect to a portion of the Properties, then this Agreement may be split into two agreements at the request of any Party and the Parties will act in a commercially reasonable manner in negotiating the split of any such agreement;
(b) it shall be a condition of any charge, pledge or hypothec that the chargee, pledgee or holder of hypothec first execute and deliver to the Royalty Holder an instrument in writing pursuant to which such charge...
Transfer by Guarantor. Other than as expressly permitted in Section 11.1.4, Guarantor shall not directly, indirectly, voluntarily, involuntarily, by operation of law or otherwise Transfer, assign, convey, and/or pledge any direct or indirect membership interest in Tenant to any other Person.
Transfer by Guarantor. The Guarantor shall not (without the prior written consent of the Beneficiary, such consent not to be unreasonably withheld or delayed) assign, novate or transfer to any entity its rights or obligations under this Guarantee.