Common use of Transfer of Assets and Liabilities to Successor Clause in Contracts

Transfer of Assets and Liabilities to Successor. Without limiting the foregoing, and to the extent permitted under applicable law, the Partners agree the Limited Partnership may continue for so long as necessary for it to transfer its assets and liabilities to a new limited partnership formed by the Partners for the purpose of acquiring the Limited Partnership’s assets and liabilities and carrying on the business and affairs of the Limited Partnership. The new limited partnership will have the same Partners with identical ownership interests as the Limited Partnership. In furtherance of the foregoing but to the extent permitted by applicable law, the Limited Partnership may do the following, without limitation, in connection with the winding up of its activities: (a) transfer to the new successor limited partnership, all real property and personal property owned or otherwise used by the Limited Partnership; (b) transfer to the new successor limited partnership, all of the Limited Partnership’s permits, licenses and other authorizations with respect to the ownership and operation of the Facility; (c) operate the business of the Limited Partnership in the ordinary course of business pending completion of the winding up process; and (d) otherwise perform all of the covenants and other obligations to be performed by the Limited Partnership pursuant to those certain loan documents (as so amended and modified, collectively, the “Loan Documents”) that evidence and secure that certain loan in the original principal amount of $370,500,000 made by HSH NORDBANK AG, acting through its New York Branch, a German banking corporation acting through its New York branch, as administrative agent (together with its successors and assigns in such capacity as agent for Lenders, the “Administrative Agent”), to AL US DEVELOPMENT VENTURE, LLC, a Delaware limited liability company (the “Borrower”), including, without limitation, that certain Third Amendment to Loan Agreement and Omnibus Amendment and Reaffirmation of Loan Documents (as may be amended from time to time, the “Loan Modification Agreement”) dated of even date herewith, all of which obligations are hereby approved by the Partners as appropriate activities to complete the winding up of the Limited Partnership’s activities.

Transfer of Assets and Liabilities to Successor. (a) Without limiting the foregoing, and to the extent permitted under applicable law, the Partners agree the Limited Partnership may continue for so long as necessary for it to transfer its assets and liabilities to a new limited partnership formed by the Partners for the purpose of acquiring the Limited Partnership’s assets and liabilities and carrying on the business and affairs of the Limited Partnership. The new limited partnership will have the same Partners with identical ownership interests as the Limited Partnership. In furtherance of the foregoing but to the extent permitted by applicable law, the Limited Partnership may do the following, without limitation, in connection with the winding up of its activities: (a) transfer to the new successor limited partnership, all real property and personal property owned or otherwise used by the Limited Partnership; (b) transfer to the new successor limited partnership, all of the Limited Partnership’s permits, licenses and other authorizations with respect to the ownership and operation of the Facility; (c) operate the business of the Limited Partnership in the ordinary course of business pending completion of the winding up process; and (d) otherwise perform all of the covenants and other obligations to be performed by the Limited Partnership pursuant to those certain loan documents (as so amended and modified, collectively, the “Loan Documents”) that evidence and secure that certain loan in the original principal amount of $370,500,000 made by HSH NORDBANK AG, acting through its New York Branch, a German banking corporation acting through its New York branch, as administrative agent (together with its successors and assigns in such capacity as agent for Lenders, the “Administrative Agent”), to AL US DEVELOPMENT VENTURE, LLC, a Delaware limited liability company (the “Borrower”), including, without limitation, that certain Third Amendment to Loan Agreement and Omnibus Amendment and Reaffirmation of Loan Documents (as may be amended from time to time, the “Loan Modification Agreement”) dated of even date herewith, all of which obligations are hereby approved by the Partners as appropriate activities to complete the winding up of the Limited Partnership’s activities. (b) The Partners intend to preserve the value of the Limited Partnership’s assets and business during the winding up period and intend to proceed with an orderly transition of the Limited Partner’s business and affairs to the new successor limited partnership. Due to the heavily regulated nature of the real property assets operated by the Limited Partnership, the Partners acknowledge that it may take 12 months or longer for the new successor limited partnership to acquire all of the permits, licenses and other authorizations necessary for it to succeed to and carry on the business and activities of the Limited Partnership. Further, the new successor limited partnership will need to take such actions as are necessary for it to be in full compliance of the covenants of the existing Limited Partnership under the Loan Documents. To maximize the value of the assets and business of the Limited Partnership until the successor limited partnership is qualified to acquire the Limited Partnership’s assets and liabilities, the Partners desire that the Limited Partnership will carry on its affairs in the ordinary course of business to the extent permitted by applicable law. The Partners hereby acknowledge and agree that the continuation and preservation of the Limited Partnership’s assets, contracts and business relationships for such 12-month (or longer) period is a reasonable time within which the Limited Partnership may continue its activities for purposes of winding up under the circumstances which require that the new successor limited partnership obtain and maintain certain licenses, permits and other authorizations with respect to the ownership and operation of the Facility. (c) Without limiting the foregoing, but to the extent permitted under applicable law, the General Partner is hereby authorized to cause the Limited Partnership to enter into and to be legally bound in such transactions as the General Partner may determine are necessary or desirable to carry out the foregoing plan of dissolution, including, without limitation, entering into one or more assignments, purchase and sale agreements, lease agreements, guarantees, extensions and modifications of existing contracts and obligations, extensions of existing indebtedness (contingent or otherwise), and entering into new agreements and obligations in furtherance of the foregoing or as otherwise may be necessary or desirable to carry out the foregoing plan of dissolution or as otherwise may be necessary or desirable to wind up the Limited Partnership’s activities, including, without limitation, new contracts with third parties entered into in the ordinary course of business for the provision of goods and/or services to the Facility.