Transfer by Owner Sample Clauses
Transfer by Owner. The Owner shall be entitled to assign, sell, transfer, lease, mortgage, charge or otherwise encumber any of the Property or the Products or the proceeds thereof and its rights and obligations under this Agreement, provided the following conditions are satisfied, and upon such conditions being satisfied in respect of any such assignment, sale or transfer only (but not in respect of any such lease, mortgage, charge or other encumbrance), and subject to the provision of Section 20.3 below, the Owner shall be released from all obligations under this Agreement that would otherwise arise in respect of the time period commencing on the effective date of such assignment, sale or transfer:
(a) any purchaser, transferee, lessee or assignee of such Property or this Agreement agrees in advance in writing in favour of the Holder to be bound by the terms of this Agreement including, without limitation, this Section 14 and the indemnity provisions set out in Section 19 of this Agreement;
(b) any purchaser, transferee or assignee of this Agreement has simultaneously acquired the Owner’s right, title and interest in and to such Property;
(c) any mortgagee, chargee, lessee, assignee or encumbrancer of such Property or this Agreement agrees in advance in writing in favour of the Holder to be bound by and subject to the terms of this Agreement in the event it takes possession of or forecloses on all or part of such Property and acknowledges that the Holder shall be entitled to receive the Production Royalty payments to which it is entitled hereunder in priority to any payments to such mortgagee, chargee, lessee, assignee or encumbrancer and undertakes to obtain an agreement in writing in favour of the Holder from any subsequent purchaser, lessee, assignee or transferee of such mortgagee, chargeholder, lessee or encumbrancer that such subsequent purchaser, lessee, assignee or transferee will be bound by the terms of this Agreement including, without limitation, this Section 14; and
(d) any royalty or other similar interest in or to such Property, or in and to any Products, granted by the Owner after the date hereof, shall contain a term to the effect that no payment thereof, in cash or in product in kind, shall be made until the Production Royalty hereunder has been paid in full for the relevant time period.
Transfer by Owner. The Owner shall be entitled to assign, sell, transfer, lease, mortgage, charge or otherwise encumber the Property or the Minerals or the proceeds from the Minerals and its rights and obligations under this Agreement; provided, however, the following conditions are satisfied and, upon such conditions being satisfied in respect of any such assignment, sale or transfer and, subject to the provision of Section 22(c), only the Owner shall be released from all obligations under this Agreement:
(a) any purchaser, transferee, lessee or assignee of the Property or this Agreement agrees in advance in writing in favour of the Holder to be bound by the terms of this Agreement, including this Section 17 and the indemnity set out in Section 20;
(b) any purchaser, transferee, lessee or assignee of this Agreement has simultaneously acquired the Owner’s right, title and interest in and to the Property;
(c) any mortgagee, chargee, lessee, assignee or encumbrancer of the Property or this Agreement agrees in advance in writing in favour of the Holder to be bound by and subject to the terms of this Agreement if it takes possession of or forecloses on all or part of the Property and acknowledges that the Holder shall be entitled to receive the Royalty payments to which it is entitled under this Agreement in priority to any payments to such mortgagee, chargee, lessee, assignee or encumbrancer and undertakes to obtain an agreement in writing in favour of the Holder from any subsequent purchaser, lessee, assignee or transferee of such mortgagee, chargeholder, lessee or encumbrancer that such subsequent purchaser, lessee, assignee or transferee will be bound by the terms of this Agreement, including this Section 17; and
(d) any royalty or other similar interest in or to the Property or in and to any Minerals granted by the Owner after the date of this Agreement shall contain a term to the effect that no payment, in cash or in product in kind, shall be made until the Royalty granted under this Agreement has been paid in full for the relevant time period.
Transfer by Owner. The Owner shall not assign, sell, transfer, lease, mortgage, charge or otherwise encumber the Property or the Minerals or the proceeds thereof or its rights and obligations under this Agreement, or any right, title or interest that it now as, or may hereafter have, therein, in whole or in part, or agree to do so, or grant any option or right to acquire the Property or any right, title or interest that it now has or may hereafter have therein, in whole or in part (a “Transfer”), unless:
(a) the Owner provides to the Holder written notice that it intends to undertake such Transfer;
(b) in the event of an assignment, sale or transfer, or the granting of an option or right to acquire the Property, the intended transferee first provides an acknowledgment in writing to the Holder, in form and content reasonably satisfactory to the Holder, that it assumes this Agreement and the obligations of the Owner hereunder, as if a named party in the first instance; and
(c) the Owner and the intended transferee perform, execute and deliver all acts, agreements and other documents as may be required by the Holder at any time to register its interest in the Property. Upon any Transfer of this Agreement pursuant to an assignment, sale or transfer of the Property in accordance with this Section 12, the Owner is automatically released from any obligations to the Holder under this Agreement in respect of the Property which is the subject of the Transfer which relate to the period following the Transfer.
Transfer by Owner. The Owner may sell the Residence to a person of the Owner's choosing (the "Proposed Purchaser") on the terms set forth in this Section.
Transfer by Owner. In the event Owner conveys its interest in the Center to another person or entity, Owner shall assign this Agreement to the transferee. Upon such conveyance and assignment, Owner will thereafter no longer have any liability hereunder. Owner's liability hereunder shall be limited to Owner's interest in the Center, and NBO agrees that Owner, Agent and their respective partners of such partners, officers, affiliates, directors, trustees, beneficiaries, and shareholders shall have no personal liability hereunder.
Transfer by Owner. So long as no Event of Default attributable to Owner has occurred and remains uncured, Owner shall have the right, without Manager’s consent, to effect a Transfer to: (i) any Affiliate of Owner, or (ii) a Qualified Transferee. The assignee must assume and agree to be bound by all of the terms and provisions of this Agreement pertaining to Owner accruing from and after the date of such Assignment. At Manager’s request, Owner shall deliver to Manager an executed counterpart of the instrument effecting any Transfer by Owner and assumption by the assignee.
Transfer by Owner. An Owner shall be entitled to transfer an undivided one-forty-first (1/41st) interest in the Tract to any party or parties deemed appropriate to Sea Gull Shores Association, Inc. Nothing shall prohibit an Owner from owning more than one Co-Ownership Interest.
Transfer by Owner. In the event that an Owner wishes to sell the Property, an Owner shall do so in accordance with the following:
Transfer by Owner. If City does not exercise its Option under Section 8, Owner may sell the Residence to a person of Owner’s choosing (“Proposed Purchaser”) subject to the following limitations:
Transfer by Owner. Owner shall have the right to assign this Agreement and its rights and obligations hereunder to any Affiliate of Owner or any other Person to whom Owner sells, conveys, ground leases, mortgages or otherwise transfers the Shopping Center. Upon such assignment, Owner shall be relieved of its obligations under this Agreement that accrue from and after the date of such assignment, provided that the assignee shall assume the obligations of Owner under this Agreement and agree to perform and be bound by all of the terms and provisions hereof, effective from and after the date of such assignment and until released pursuant to the provisions of this Agreement and an executed copy of such assumption agreement shall be delivered to Developer.