Transfers by Owner. Subject to the following Sections, Owner will not effect or permit an Ownership Transfer without Manager’s prior written consent. Manager will not withhold its consent provided that the Ownership Transfer meets the following conditions.
(a) Owner provides Manager with sixty (60) days notice of the proposed terms of such Ownership Transfer and any other information reasonably required by Manager.
(b) With respect to any Transfer of Owner’s entire interest in the Hotel, the Hotel and this Agreement must be Transferred to the same Person, and such Person must assume this Agreement pursuant to a written instrument in form and substance reasonably satisfactory to Manager and reflecting any amendments to this Agreement reasonably necessary in order to preserve and protect Manager’s rights hereunder in light of the change in ownership.
(c) All of Owner’s monetary obligations due to Manager and its Affiliates must be paid in full, and Owner cannot otherwise be in default under this Agreement or any other agreements with Manager or Manager’s Affiliates at the time of notice or the Transfer.
(d) The Ownership Transfer will not adversely affect the Operation of the Hotel pursuant to this Agreement.
(e) With respect to any Transfer of Owner’s entire interest in the Hotel, the transferee: (i) must have a verifiable, adequate net worth determined in accordance with generally accepted accounting principles to timely discharge Owner’s obligations under this Agreement; (ii) must agree to be bound in writing as Owner under this Agreement in form and substance reasonably satisfactory to Manager; (iii) must not be a Person with whom Manager or its Affiliates have had an unfavorable business relationship or experience; (iv) must not be a direct competitor of Manager; and (iv) must generally be considered in the relevant business community to be of high character with a favorable reputation for integrity and honesty. As used in this Section (e), “transferee” includes transferee’s Affiliates, and transferee’s and the Affiliates’ respective officers, directors, shareholders and members.
(f) With respect to any Transfer of Owner’s entire interest in the Hotel, Owner must pay a non-refundable Transfer fee of $10,000, subject to annual increases of five percent. With respect to any Permitted Affiliate Transfer (hereinafter defined), Manager’s consent to such Permitted Affiliate Transfer shall not be required; provided, however, that Owner shall give Manager at least fifteen (15) day...
Transfers by Owner. (a) Owner’s rights and obligations under this Charter are not transferable by either sale or assignment without Charterer’s prior written consent, which shall not be unreasonably withheld, and any such attempted transfer without such consent shall be void ab initio.
(b) Charterer shall not withhold consent to a proposed transfer of the Vessel or assignment of this Charter, and any rights hereunder, by Owner if: (i) such transfer or assignment is to a Lessor or is required as security to a Mortgagee and in connection with the financing of the Vessel; (ii) the requirements of section 4.10(b) are satisfied in relation to execution of a document among Charterer, Owner, any relevant Owner Affiliate, Mortgagee and (if applicable) Lessor addressing any resulting Permitted Encumbrances; and (iii) the Owner Guarantee continues to remain in full force and effect such that the guarantee of Owner’s obligations under this Charter in favor of Charterer is not adversely affected by such transfer or assignment unless otherwise agreed in the document contemplated by section 4.10(b);
(c) In the event of a transfer or assignment of this Charter pursuant to section 23.1(b), if Charterer intends to terminate this Charter due to an Event of Owner Default, Charterer shall first give written notice to any Mortgagee and/or Lessor of the occurrence thereof and then at least fifteen (15) days in which the Event of Owner Default giving rise to the right of termination may be remedied;
(d) In relation to any transfer or assignment pursuant to section 23.1(b), Charterer agrees that it will not unreasonably withhold or delay its execution of each document by which the Charterer consents to creation of such Permitted Encumbrances. In this regard, any such consent document may, as part of arrangements resulting from enforcement of rights by Lessor and/or Mortgagee under the financing agreements for the Vessel, permit change of ownership of the Vessel as contemplated by section 4.11(a) and/or transfer of Owner’s rights and obligations hereunder to a controlled affiliate of Mortgagee or Lessor or to a third party acceptable to Charterer; provided that:
(i) Charterer is reasonably satisfied that in all respects it will be in a no less advantageous position (e.g., commercially, legally and financially) afterwards than it was before the circumstances arose which gave rise to such enforcement; and
(ii) subject to section 23.1(c), Charterer retains all rights to which it is entitled under this C...
Transfers by Owner. Any assignment, transfer or disposition by ------------------ Owner or any of its constituent partners of any interest in this Agreement or the Complex, whether voluntary or involuntary, shall require that the assignee, purchaser or recipient thereunder attorn to and be bound by this Agreement. In addition, no assignment, transfer or other disposition of any interest in this Agreement or the Complex shall be permitted if, in the good faith opinion of the Operator, any such proposed assignment, transfer or disposition would jeopardize, restrict, limit or create a right of cancellation of any approval, consent or licensing of Operator or its affiliates by any gaming authorities or other regulatory authorities. Owner agrees to notify Operator in writing at least sixty (60) days prior to any such contemplated assignment, transfer or disposition. In the event of a breach by Owner of the obligations set forth in this Section 12.02, Operator shall have the right, in its sole and absolute ------------- discretion, to elect to terminate this Agreement upon ninety (90) days prior written notice to Owner and it is agreed that any such termination shall not cause or create any liability, responsibility, duty or obligation by Operator to Owner, and Owner shall be deemed to have waived any rights or remedies it may have with respect to such termination. In the event of Operator's election to terminate this Agreement in accordance with the preceding sentence, in additional to any and all other payments and monies owed to Operator, including without limitation, accrued charges with respect to insurance procured by Operator for Owner in accordance with Article Six and accrued and unpaid Basic Management Fees and Complex Incentive Fees, Owner shall be obligated to pay to Operator an amount equal to two (2) times the sum of the Basic Management Fees and Complex Incentive Fees payable by Owner for the immediately preceding fiscal year of Owner.
Transfers by Owner. OWNER shall not sell, transfer, convey, assign, pledge, mortgage, charge or otherwise dispose of (specifically including but not limited to a non-arm's length transaction or gift) or encumber all or any part of its right, title and interest in and to the Property as represented in this Agreement or in and to this Agreement (collectively the "Interest") except as permitted by this Article XI.
Transfers by Owner. Owner shall not cause, permit or suffer a Transfer without the prior written consent of Manager, which may be withheld in Manager’s sole and absolute discretion, provided, however, Owner shall have the right, subject to compliance with Section 11.4 (to the extent applicable), to effect any Transfer upon satisfaction of the following conditions:
(a) Owner provides notice to Manager at least thirty (30) days prior to the Transfer, specifying in reasonable detail the nature of the Transfer, showing the Parent Companies and Equity Owners, if any, both prior to and after such proposed Transfer and the nature and extent of their respective Ownership Interests, and such additional information as reasonably requested by Manager;
(b) The Transfer complies with all Applicable Laws, including Gaming Laws, and all of the requirements of Vietnamese Gaming Authorities and the Investment Certificate;
(c) Neither the transferee nor any of its Parent Companies or Equity Owners is a Prohibited Person;
(d) The Owner has made provisions for the transferee to lawfully Operate the Managed Facilities under the Brand;
(e) The transferee agrees to allow the Manager to Operate the Managed Facilities under the Brand;
(f) In the case of a Transfer described in paragraph a or paragraph (b) of the definition of Transfer, as applicable:
(i) The Transfer involves a sale of all (and not less than all) of the Managed Facilities and the transferee is a Person that can fulfill its financial obligations under this Agreement (any disputes regarding a Person’s ability to fulfill its financial obligations under this Agreement shall be referred to the Expert for determination in accordance with Section 6.1.3.1); and
(ii) To the extent permitted under the Investment Certificate, as a pre-condition to any transfer, Owner’s entire interest in this Agreement is transferred to the transferee, and the transferee assumes all obligations of Owner under this Agreement, the Collaboration and Assistance Agreement and any other agreement with Manager or any of its Affiliates relating to the management of the Enterprise, in writing (whether arising prior or after the Transfer, including all obligations and liabilities including vacation, sick leave, severance and other benefits based on length of service accrued for all Personnel as of the effective date of the Transfer), and Owner provides Manager with a copy of such written assignment and assumption agreement, together with copies of all other documents eff...
Transfers by Owner. Except as otherwise provided in this Agreement, the Owner shall not sell, assign, transfer, borrow against, surrender or cancel the Policy (or any portion thereof or interest therein) without the express written consent of the Employer, which consent may be withheld in the Employer’s sole and absolute discretion. Notwithstanding the forgoing, the Owner may irrevocably and gratuitously assign its interest in the Policy (without the express consent of the Employer but with prompt notice to the Employer and subject to all rights of the Employer pursuant to this Agreement) to any trust of which the Owner is the grantor.
Transfers by Owner. If at any time during the term of this Agreement (a) Owner shall be desirous of selling or assigning the whole or a majority part of its interest in the Complex or (b) by virtue of the exercise of rights by the holder of a mortgage or such similar encumbrance Owner shall be required to part with the whole or a majority part of its interest in the Complex, Owner shall so notify Operator in writing. The assignee, purchaser or recipient in any such assignment or transfer by Owner of a whole or a majority of its interest in this Agreement or the Complex shall be free to either attorn to, and be bound by, this Agreement or terminate this Agreement; provided, however, such assignee, purchaser or transferee shall be deemed to have attorned to, and be bound by, this Agreement if it shall not have provided Operator with written notice of termination within three (3) business days after the effective date of such assignment or transfer. Operator shall have the absolute right to require that any new owner or holder of less than a majority interest shall be bound by the terms of this Agreement. Any assignment or transfer by Owner of less than a majority interest in this Agreement or the Complex, whether voluntary or involuntary, shall require that the assignee, purchaser or recipient thereunder shall attorn to and be bound by this Agreement.
Transfers by Owner. Owner shall have the right to transfer and assign, in whole or in part, all its rights and obligations hereunder and in the Building and Property referred to herein, and in such event and upon such transfer owner shall be released from any further obligations hereunder, and Licensee agrees to look solely to such successor in interest of Owner for the performance of such obligations.
Transfers by Owner. (a) Owner may directly or indirectly assign, dispose of, encumber, pledge or otherwise transfer the Project or any of its interest in the Project or this Agreement (“Transfer”) without the prior written consent of Operator.
(b) In the event of a Transfer of all or any portion of Owner’s interest in the Project to an MTGA Competitor, then from and after the closing date of such Transfer, Operator may, in its sole discretion, keep confidential (and elect not to disclose to or share with Owner) information, documents and materials regarding sales or marketing data, activities and strategies relating to the Project, and Operator shall not be required to engage or participate in any joint sales or marketing activities relating to the Project and any competitive property owned or operated by such MTGA Competitor.
(c) Any assignment, transfer or disposition by Owner or any of its constituent partners of any interest in the Project, whether voluntary or involuntary, shall be subject to the terms of this Agreement and shall require that the assignee, purchaser or recipient thereunder assume and be bound by this Agreement, for the benefit of Operator pursuant to an assumption agreement in form and substance reasonably satisfactory to Operator. In addition, no assignment, transfer or other disposition of any interest in the Project shall be permitted if, in the good-faith opinion of the Operator, any such proposed assignment, transfer or disposition would jeopardize, restrict, condition, limit or create a right of cancellation of any approval, consent or licensing of the Project or any component thereof or of Owner, Operator or their respective affiliates by any gaming authorities or other regulatory authorities.
(d) Owner agrees to notify Operator in writing at least sixty (60) days prior to any contemplated Transfer or any assignment, transfer or disposition of the Project, other than a Transfer to a lender, bondholder or agent or collateral trustee on behalf of same as a result of a foreclosure, deed in lieu of foreclosure or other exercise of remedies under any Financing Documents following a default by the borrower thereunder, in which case Owner shall notify Operator of such contemplated Transfer as soon as is practicable.
Transfers by Owner
