Transfer of Facility. In the event that the Facility is transferred from the Agency to the Company (the lease/leaseback agreements are terminated), and the Company is ineligible for a continued tax exemption under some other tax incentive program, or the exemption results in a payment to the Affected Tax Jurisdictions in excess of the payment described in Section I herein, or this Tax Agreement terminates and the property is not timely transferred back to the Company, the Company agrees to pay no later than the next tax lien date (plus any applicable grace period), to each of the Affected Tax Jurisdictions, an amount equal to the taxes and assessments which would have been levied on the Facility if the Facility had been classified as fully taxable as of the date of transfer or loss of eligibility of all or a portion of the exemption described herein or date of termination.
Transfer of Facility. 3.1 In the event this Agreement terminates and the property is not timely transferred back to the Company, the Company agrees to pay no later than the next tax lien date (plus any applicable grace period), to each of the Affected Tax Jurisdictions, an amount equal to the taxes and assessments which would have been levied on the Facility if the Facility had been classified as fully taxable as of the date of transfer or loss of eligibility of all or a portion of the exemption described herein or date of termination.
Transfer of Facility. (a) On the Transfer Date, the Operator shall, transfer and assign to the PHTPB or its nominated agency, as the case may be, free and clear of any charges, liens and Encumbrances created or suffered by the Operator after the Compliance Date all of the Operator's right, title and interest in and to the Project Assets and the Facility. The Operator shall also deliver to the PHTPB or its nominated agency on such date such operating manuals, plans, design drawings, reports, accounts and other information as may reasonably be required by the PHTPB or its nominated agency to enable it to continue the operation of the Facility either directly or by its nominated agency. The personnel of the Operator shall continue to be the employees of the Operator and the transfer of the Project Assets and the Facility shall not in any manner affect their status as employees of the Operator and they shall have no claim to any type of employment or compensation from the PHTPB or its nominated agency.
(b) The Operator shall to the extent possible assign to the PHTPB or its nominated agency at the time of transfer, all unexpired guarantees and warranties by Subcontractors and suppliers and all insurance policies. The Operator shall ensure that any rights, which are to be so assigned, are capable of assignment and such assignment has been approved under the terms of the relevant contract by the counterpart to the Operator.
(c) The Operator shall, to the extent possible at the time of transfer assign to the PHTPB or its nominated agency, all contracts, equipment contracts, supply contracts and all other contracts relating to the Project entered into by the Operator and subsisting at the time of transfer, except contracts with employees.
(d) Intentionally left blank
(e) The transfer of Facility shall be treated as a transfer on a going concern basis. The transfer of immovable property comprising the Project shall be deemed to be a termination of all leasehold arrangements or licenses in relation to the Facility and the title to all such Immovable property shall automatically revert to the PHTPB or its nominated agency. The movable property comprising the Project Assets and the Facility shall be deemed to be transferred to the PHTPB or its nominated agency by constructive delivery and possession.
(f) At the time of transfer of the Facility, the Facility shall be in such condition as is reasonable in all the circumstances, taking into account their age, the design, materials used, and m...
Transfer of Facility. Any direct or indirect assignment, sale, conveyance, lease, or other transfer by Generator of the Facility, any Unit or Generator's direct or indirect 388 owner thereof, whether by operation of law or otherwise, shall be null and void unless, with Pepco's prior written consent, which shall not be unreasonably withheld or delayed, the transferee of the Facility or such Unit assumes in writing all of Generator's right, title and interest in and to this Agreement, and all of Generator's rights, interests, duties and obligations hereunder.
Transfer of Facility a. During the term of this Agreement, if the Authority voluntarily decides to sell or transfer all or a part of the Authority’s facilities, the Authority will notify the Union 120 days in advance, unless a shorter period of time is required by the legislature, of the prospective transfer and discuss with the Union the ramifications to Authority employees represented by the Union of the prospective transfer.
b. The Authority will also notify all prospective owners of the terms and conditions of this Agreement. In the event that the prospective purchaser or transferee intends to use the transferred or conveyed facility or part of any facility for similar uses as now exists, the Authority shall make as a condition of the transfer a requirement that the prospective owner be responsible for making adequate provisions to insure payment for accrued wages and all other accrued economic fringe benefits as of the date of transfer.
Transfer of Facility a. The duties and obligations under this Consent Order and Agreement shall not be modified, diminished, terminated or otherwise altered by the transfer of any legal or equitable interest in the IWTP or any part thereof.
b. If Republic intends to transfer any legal or equitable interest in the IWTP which is affected by this Consent Order and Agreement, Republic shall serve a copy of this Consent Order and Agreement upon the prospective transferee of the legal and equitable interest at least thirty (30) days prior to the contemplated transfer and shall simultaneously inform the Southcentral Regional Office of the Department of such intent.
c. The Department in its sole discretion may agree to modify or terminate Republic’s duties and obligations under this Consent Order and Agreement upon transfer of the IWTP. Republic waives any right that it may have to challenge the Department’s decision in this regard.
Transfer of Facility. Seller hereby agrees that it shall not sell, transfer, assign, lease or otherwise dispose of the Facility or any substantial portion thereof or interest therein necessary to perform Seller's obligations hereunder to any Person that is a FERC authorized power marketer or an Affiliate of such an entity without the prior written consent of Xxxxxxxx, which consent shall not be unreasonably withheld.
Transfer of Facility. Owner further acknowledges and agrees that upon the transfer, lease, assignment, sale or other disposition or conveyance of all or any part of its interest in and to the Facility, this Agreement shall remain in full force and effect unless otherwise terminated as provided in Section 2.02(b). Subject to the foregoing and to the requirements of the Lease, Owner covenants and agrees that in the event that it sells, assigns or otherwise transfers its interest in and to the Facility at any time while this Agreement is in effect, it will require the transferee to assume the obligations of the Owner hereunder. The provisions of this Section 6.02 are in addition to, and do not modify or abridge, the prohibitions against sale, transfer, assignment or other disposition of the Facility, as set forth in Section 2.02(b) and elsewhere in this Agreement.
Transfer of Facility. Except as set forth in the following -------------------- sentence, Xxxxxx may assign its rights and obligations under this Agreement only to a Person to whom it transfers the Facility provided: (a) it secures from such Person an agreement in writing that such Person shall be bound by the terms and conditions of this Agreement, and (b) such Person assumes all of Elwood's obligations hereunder for any period of ownership or control of the Facility, unless otherwise agreed to by Peoples and such Person. Notwithstanding the foregoing, Xxxxxx shall have the right, without the consent of Peoples, to assign or pledge this Agreement to any lenders, trustees, agents or secured parties in connection with any financing for the Facility or secured thereby. Peoples hereby agrees, in connection with any such financing or assignment in connection therewith, to execute and deliver (and to cause any lenders, trustees, agents or secured parties existing by through or under Peoples to execute and deliver) at the request of any such lender, trustee, agent or secured party, a consent to assignment in form typical in project finance transactions and reasonably acceptable to Peoples. No such transfer or assignment shall relieve or release Xxxxxx from any obligations under this Agreement without the prior written consent of Peoples as to the financial ability of any such assignee to perform the obligations of Xxxxxx under this Agreement, which consent shall not be unreasonably withheld or delayed.
Transfer of Facility. In the event that the Facility is transferred from the Agency to the Company, and the Company is ineligible for a continued tax exempt under some other tax incentive program, or the exemption results in a payment to the Affected Tax Jurisdictions in excess of the payment described in Section 1 herein, or this Agreement terminates and the property is not timely transferred back to the Company, the Company agrees to pay no later than the next tax lien date (plus any applicable grace period), to each of the Affected Tax Jurisdictions, an amount equal to the taxes and assessments which would have been levied on the Facility if the Facility had been classified as fully taxable as of the date of transfer or loss of eligibility of all or a portion of the exemption described herein or date of termination.
