Transfer by Lessee. Subject to no Relevant Event having occurred and then continuing, the Lessee may transfer all (but not part) of its rights and obligations under this Agreement and the other Transaction Documents:
21.2.1 to any other Guarantor Group Member without the prior written consent of the Lessor; or
21.2.2 to any other person (subject to clause 21.2.3 below) with the prior written consent of the Lessor.
21.2.3 Any intended transfer by the Lessee pursuant to clause 21.2.1 or 21.2.2 shall be subject to the further conditions that:
(a) the Lessee shall give thirty (30) days prior written notice to the Lessor (or such shorter period as the Lessor may agree (acting reasonably)) of any intended transfer;
(b) the Lessor shall not be subject to any material additional expense or any liability or increased liability as a result thereof (which is not indemnified against by the Lessee and guaranteed by the Guarantor or secured to the Lessor’s satisfaction where the same is in the nature of a liability which is capable of being so indemnified, guaranteed or secured);
(c) the Lessor is satisfied that, following the proposed transfer, the Guarantee, General Assignment and any other security then held by the Lessor in respect of the Lessee’s obligations under this Agreement will remain in full force and effect as security for the obligations of the proposed transferee, or the Lessor is satisfied that such Guarantee, General Assignment and other security will be replaced on terms and in accordance with arrangements satisfactory to the Lessor; and
(d) the intended transfer will not invalidate or result in any adverse effect on the Lessor’s claim to UK Capital Allowances;
21.2.4 Following any transfer pursuant to clause 21.2.1 or 21.2.2:
(a) the Lessee shall reimburse the Lessor in respect of all Losses, costs, charges or expenses (including stamp duties payable in respect of any transfer) properly incurred by the Lessor in connection with any transfer by the Lessee pursuant to this clause 21.2;
(b) notwithstanding any other provision of this Agreement or any of the other Transaction Documents, all amounts payable or receivable by the Lessor under this Agreement and the other Transaction Documents shall be calculated as if no such transfer had taken place; and
(c) in the case of any transfer pursuant to clause 21.2.1 the Guarantor shall guarantee to the Lessor the obligations of the transferee on terms satisfactory to the Lessor.
21.2.5 The Lessor agrees to assist the Lessee, upon t...
Transfer by Lessee. If there is any change to Lessee’s address, business name, representative, business purpose or business registration, Lessee shall give a written notice of the change to Lessor and take all responsibilities for any delay of the notification.
Transfer by Lessee a. Lessee may Transfer all or part of its interest in, to, or under this Lease solely as provided in this Section 25.
b. Lessee may Transfer all or part of its interest in, to, or under this Lease only in conjunction with a similar Transfer of all or part of its parent entity interest in, to, or under some or all of the valid Mining Rights.
c. No Transfer permitted by this Section shall, as between the State and Lessee, relieve Lessee of any liability, whether accruing before or after such Transfer, which arises out of Millsite Operations conducted prior to such Transfer.
d. Lessee may Transfer less than its entire undivided interest in, to, or under this Lease if such Transfer covers all lands within the Millsite Area, but Lessee may not Transfer any interest in, to, or under this Lease that covers less than all of the lands within the Millsite Area.
e. Except for a Transfer pursuant to Subsection 25(h) below, no Transfer of any interest in, to, or under this Lease is effective without the express written approval of the Division. The Division is not bound by any Transfer made without its express written approval.
f. The Division Director will approve a Transfer of this Lease or any interest therein if this Lease is in good standing and the party to whom Xxxxxx proposes to Transfer this Lease or any interest therein:
(1) is qualified to assume or acquire all other permits and authorizations necessaryto conduct Millsite Operations;
(2) is not on notice of default by any governmental regulatory agency on any lease, reclamation bond, or other permits within Alaska, and is not subject to an enforcement action, of which the Division Director has knowledge, for default or breach on any mining lease, reclamation bond, permit, or similar authorization issued by an entity other than the State, including the United States and other states;
(3) has committed in writing to be bound by this Lease to the same extent as Xxxxxx; and
(4) provides to the Division all proofs of insurance, bonds, or undertakings required by this Lease, including any insurance, bonds, or undertakings required under the Plan of Operations or any other approved plans of operation, the Reclamation Plan, or other permit or authorization then in effect relating to Millsite Operations.
g. Transfer of all or any of Xxxxxx's interest in, to, or under this Lease does not relieve the Parent Entity or any succeeding guarantor of the obligations of the guaranty unless the requirements for such Transfer o...
Transfer by Lessee. 26.1 Subject to having first paid the entire amount of Premium as aforesaid and all other charges to the Owner/Lessor and after having taken the possession of the Unit on compliance of all the terms and conditions to be fulfilled and complied after taking of possession of the unit, if the Lessee intends to transfer the rights acquired herein as well as the rights as shall be acquired upon the execution of the Lease Deed in respect of the Unit, the Lessee shall be fully entitled to assign, transfer, mortgage or sub- lease the Unit along with the rights attached to it to any third party, subject to the payment to the Owner/Lessor of one and half per cent of the total consideration receivable by the Lessee and subject to payment of the 10% of the Electricity and other utility cost, Club House charges and Sector maintenance fund, mentioned in clause 20.8 (i), (ii) and (iii) herein OR the difference between the Electricity and other utility cost, Club House charges and Sector Maintenance Fund mentioned in clause 20.8 (i), (ii) and (iii) herein AND Electricity and other utility cost, Club House charges and Sector Maintenance Fund under whichever nomenclature the amounts have been charged and/or paid at the time of such transfer, assignment etc., whichever amount is higher by such third party and also subject to the said third party having undertaken to abide by and observe the terms and conditions herein enumerated as well as the Lease Deed as shall be executed as provided hereafter and also subject to other rules and regulations framed by the Owner/Lessor in the general interest and benefit of the Units, Lessees and occupants of the area. Provided, in case there shall be any increase in respect of any of the said transfer charges mentioned aforesaid, the Lessee shall forthwith on demand pay to the Owner/Lessor such additional amount for any such assignment, transfer, mortgage or sub-lease. Provided, however, for any such assignment, transfer, mortgage or sub-lease the Lessee shall first obtain a prior written consent of the Owner/Lessor which shall not be unreasonably delayed or denied but which shall be subject to payment of transfer and other charges as mentioned above. The Lessee/s hereby agrees that, if the Lessee/s herein transfer the right acquired herein in respect of the said unit to any third party, then such prospective Lessee/s shall be liable and under obligation to pay the yearly infrastructure charges mentioned in clause 20.8 (iv) herein at the ra...
Transfer by Lessee. Lessee shall not pledge, hypothecate, assign or transfer this Lease or any interest therein, or sublet the Premises, including a sale of more than fifty percent (50%) of Lessee's stock, without Xxxxxx's prior written consent, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, Lessee shall not be required to obtain Lessor's consent to, but shall be required to give Lessor prior written notice of, an assignment or subletting of all or a portion of the Premises to an affiliated or related company.
Transfer by Lessee. Requirements Lessee shall not transfer, assign, sublet, enter into license or concession agreements, change ownership of or hypothecate this Lease or Lessee's interest in and to the Leased Premises without first procuring the written consent of Lessor and such consent shall be at the sole discretion of Lessor. Any attempted transfer, assignment, subletting, license or concession agreement, change of ownership or hypothecation without Lessor's written consent shall be void and confer no rights upon any third person and Lessor may treat such third person as a trespasser.
Transfer by Lessee. The Lessee may not assign, transfer, grant any Security over or otherwise dispose of any of its rights, title or obligations in, to or under this Agreement or any of the Aircraft Assets unless the Lessor has first given its written consent and any assignment, transfer or grant in breach of this provision shall be void ab initio.
