Common use of Transfer by Lessee Clause in Contracts

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 the request of the Lessee, to restructure any security granted to the Lessor in respect of the Lessee’s obligation to pay the Termination Amount to the Lessor in connection with any transfer of rights and obligations pursuant to this clause 21.2. 21.2.6 All costs and expenses (including legal costs and expenses and the relevant fee in respect of the Lessor’s Management Time notified by the Lessor to the Lessee as having been properly incurred and which will be charged at the Lessor’s Management Time Cost Rate) in connection with any such restructuring shall be borne by the Lessee and any such costs and expenses reasonably incurred by the Lessor shall be reimbursed by the Lessee on demand.

Transfer by Lessee. Subject to no Relevant Event having occurred and then continuing, the a. Lessee may transfer all (but not part) or part of its rights and obligations interest in, to, or under this Agreement 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 other Transaction Documentsparty to whom Lessee proposes to Transfer this Lease or any interest therein: 21.2.1 (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 Lessee; 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 Guarantor Group Member without approved plans of operation, the prior written consent Reclamation Plan, or other permit or authorization then in effect relating to Millsite Operations. g. Transfer of all or any of Lessee's interest in, to, or under this Lease does not relieve the Parent Entity or any succeeding guarantor of the Lessor; or 21.2.2 to any other person (subject to clause 21.2.3 below) with the prior written consent obligations of the Lessorguaranty unless the requirements for such Transfer of the guaranty as provided in the Parent Entity Guaranty attached hereto as Exhibit B have been satisfied. 21.2.3 Any intended transfer h. If the Transfer is the grant of a security interest by the deed of trust, mortgage, pledge, lien, or other encumbrance in or on all or part of Lessee's interest in, to, or under this Lease to secure a loan or other indebtedness of Lessee pursuant to clause 21.2.1 or 21.2.2 in a bona fide transaction, such security interest shall be subject to the further conditions that: terms of this Lease. Lessee must notify the Division by certified mail of any security interest granted in Lessee's interest in, to, or under this Lease within ten (a) the Lessee shall give thirty (3010) days prior written of the granting of said security interest. Until such notice is received, the Division is under no obligation to send any notices relating to this Lease to the Lessor (security interest holder. Upon any foreclosure or such shorter period other enforcement of a security interest granted in compliance with this subsection, the acquiring third party shall, upon compliance with the requirements of Subsection 25(f) above, be deemed to have assumed the position of Lessee with respect to thisLease. i. In the event of a Transfer by Lessee of less than its entire undivided interest in, to, or under this Lease, Lessee and its transferee shall act and be treated as one party, except that the Lessor may agree (acting reasonably)) Division shall be required to deliver copies of any intended transfer; (b) the Lessor shall not be subject all notices permitted or required under this Lease to any material additional expense or any liability or increased liability as a result thereof (all parties holding interests in this Lease pursuant to Transfers which is not indemnified against have been approved by the Lessee and guaranteed by Division as provided in this Section or of which 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 Division has received notice pursuant to clause 21.2.1 or 21.2.2: (aSubsection 25(h) 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 Lessorabove. 21.2.5 The Lessor agrees to assist the Lessee, upon the request of the Lessee, to restructure any security granted to the Lessor in respect of the Lessee’s obligation to pay the Termination Amount to the Lessor in connection with any transfer of rights and obligations pursuant to this clause 21.2. 21.2.6 All costs and expenses (including legal costs and expenses and the relevant fee in respect of the Lessor’s Management Time notified by the Lessor to the Lessee as having been properly incurred and which will be charged at the Lessor’s Management Time Cost Rate) in connection with any such restructuring shall be borne by the Lessee and any such costs and expenses reasonably incurred by the Lessor shall be reimbursed by the Lessee on demand.

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 following are the Lessor shall not be subject documents and actions referred to any material additional expense or any liability or increased liability in clause 3.1.1 as a result thereof (which is not indemnified against by the Lessee and guaranteed by the Guarantor or secured conditions precedent 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 payment of the First Instalment pursuant to the Novated Building Contract and the Novation Agreement: 1 An original of this Agreement, the Novation Agreement, the Supervision Agreement, the Refund Guarantee, the Guarantee, the QEL, the General Assignment, the Indexation Relief Letter, the Tax Consultation Letter and the Non Discrimination Letter and each other Transaction Documents shall Document to which the Lessor is or is then to be calculated as if no a party (and each notice or document required to be delivered by each such transfer had taken place; andTransaction Document), each duly signed by all parties thereto. (c) in 2 Copies of the case certificate of any transfer pursuant to clause 21.2.1 incorporation and constitutional documents of the Lessee, the Guarantor shall guarantee to and the Lessor the obligations Supervisor. 3 Copies of resolutions of the transferee on terms directors and, if necessary for the purposes of obtaining the opinions referred to in paragraph 12 in form and substance satisfactory to the Lessor. 21.2.5 The Lessor agrees to assist , the Lessee, upon the request shareholders of the Lessee, the Guarantor and the Supervisor or equivalent documents authorising the execution of each of the Transaction Documents to restructure which any security granted of them is or is to be a party and authorising named persons to give all notices under this Agreement and each Transaction Document. 4 The original of any power of attorney under which any Transaction Document is executed on behalf of the Lessee, the Guarantor and the Supervisor. 5 Copies of any governmental or other third-party consents, licences, approvals, registrations and filings (“Consents”) necessary for any matter contemplated by the Lease Documents and for the legality, validity, enforceability, and admissibility in evidence and effectiveness thereof having been obtained or effected and remain in full force and effect, including, but not limited to, such Consents required to make any payment under any Transaction Document or evidence that no such Consents are required. 6 Certified true copies of the Building Contract, the Time Charter and all of the other Transaction Documents to which the Lessor is not a party which have been executed at such time and all documents to be delivered pursuant to each of such documents each duly signed by all parties. 7 Evidence reasonably acceptable to the Lessor of the amounts of all payments already made by the Original Purchaser under the Building Contract to the Builder together with details relating to each payment including what the payment was for and the date on which payment was made, and an invoice from the Builder to the Lessor in respect accordance with clause 7.2 of the LesseeNovation Agreement. 8 Documentary evidence that the novation of the Building Contract contemplated in the Novation Agreement has or, simultaneously with the Lessor’s obligation obligations referred to pay the Termination Amount to in clause 3.1.1 becoming effective, shall become effective. 9 Receipt by the Lessor in connection with of any transfer of rights and obligations pursuant to this clause 21.2. 21.2.6 All fees, costs and expenses (including legal costs and expenses and the relevant fee in respect of the Lessor’s Management Time notified by the Lessor to the Lessee as having been properly incurred and which will be charged at the Lessor’s Management Time Cost Rate) in connection with any such restructuring shall be borne payable by the Lessee which are due for payment on or prior to the date for the payment of the First Instalment and any such costs and expenses reasonably incurred which are not rentalised in the Financial Schedule. 10 Documentary evidence that the agents for service of process in England appointed by the Lessor shall be reimbursed by Lessee, the Lessee on demandGuarantor, the Supervisor and the Time Charterer (as applicable) in relation to all Transaction Documents have accepted such appointment.

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 ; Schedule 4 Lessee’s Condition Precedent Documents Part A Lessor’s Conditions Precedent to the Lessor’s satisfaction where First Instalment The following are the same is documents and actions referred to 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 clause 3.1.1 as security for conditions precedent to 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 payment of the First Instalment pursuant to the Novated Building Contract and the Novation Agreement: 1 An original of this Agreement, the Novation Agreement, the Supervision Agreement, the Refund Guarantee, the Guarantee, the QEL, the General Assignment, the Indexation Relief Letter, the Tax Consultation Letter and the Non Discrimination Letter and each other Transaction Documents shall Document to which the Lessor is or is then to be calculated as if no a party (and each notice or document required to be delivered by each such transfer had taken place; andTransaction Document), each duly signed by all parties thereto. (c) in 2 Copies of the case certificate of any transfer pursuant to clause 21.2.1 incorporation and constitutional documents of the Lessee, the Guarantor shall guarantee to and the Lessor the obligations Supervisor. 3 Copies of resolutions of the transferee on terms directors and, if necessary for the purposes of obtaining the opinions referred to in paragraph 12 in form and substance satisfactory to the Lessor. 21.2.5 The Lessor agrees to assist , the Lessee, upon the request shareholders of the Lessee, the Guarantor and the Supervisor or equivalent documents authorising the execution of each of the Transaction Documents to restructure which any security granted of them is or is to be a party and authorising named persons to give all notices under this Agreement and each Transaction Document. 4 The original of any power of attorney under which any Transaction Document is executed on behalf of the Lessee, the Guarantor and the Supervisor. 5 Copies of any governmental or other third-party consents, licences, approvals, registrations and filings (“Consents”) necessary for any matter contemplated by the Lease Documents and for the legality, validity, enforceability, and admissibility in evidence and effectiveness thereof having been obtained or effected and remain in full force and effect, including, but not limited to, such Consents required to make any payment under any Transaction Document or evidence that no such Consents are required. 6 Certified true copies of the Building Contract, the Time Charter and all of the other Transaction Documents to which the Lessor is not a party which have been executed at such time and all documents to be delivered pursuant to each of such documents each duly signed by all parties. 7 Evidence reasonably acceptable to the Lessor of the amounts of all payments already made by the Original Purchaser under the Building Contract to the Builder together with details relating to each payment including what the payment was for and the date on which payment was made, and an invoice from the Builder to the Lessor in respect accordance with clause 7.2 of the LesseeNovation Agreement. 8 Documentary evidence that the novation of the Building Contract contemplated in the Novation Agreement has or, simultaneously with the Lessor’s obligation obligations referred to pay the Termination Amount to in clause 3.1.1 becoming effective, shall become effective. 9 Receipt by the Lessor in connection with of any transfer of rights and obligations pursuant to this clause 21.2. 21.2.6 All fees, costs and expenses (including legal costs and expenses and the relevant fee in respect of the Lessor’s Management Time notified by the Lessor to the Lessee as having been properly incurred and which will be charged at the Lessor’s Management Time Cost Rate) in connection with any such restructuring shall be borne payable by the Lessee which are due for payment on or prior to the date for the payment of the First Instalment and any such costs and expenses reasonably incurred which are not rentalised in the Financial Schedule. 10 Documentary evidence that the agents for service of process in England appointed by the Lessor shall be reimbursed by Lessee, the Lessee on demandGuarantor, the Supervisor and the Time Charterer (as applicable) in relation to all Transaction Documents have accepted such appointment.