Transfers by Parking Company Sample Clauses

Transfers by Parking Company. (a) Subject in all respects to the collateral assignment of Parking Company Interest to the Secured Lender, and exercise by the Secured Lender of its foreclosure rights pursuant to such assignment as set forth in Article 18 and except as otherwise provided in Section 17.3, Parking Company shall not Transfer, or otherwise permit the Transfer of any or all of Parking Company Interest to or in favor of a Transferee (other than a Secured Lender under Article 18), unless (i) (A) Metro has Approved (based upon a determination in accordance with Section 17.1(b)) such proposed Transferee, (B) ten (10) Contract Years have passed, or (C) the Metered Parking System has generated sufficient Project Revenue to make distributions under the Waterfall under Section 2.3(h)(vi) (i.e. a 90/10 Project Revenue split) for twelve consecutive Quarters, and (ii) the proposed Transferee (other than a Secured Lender under Article 18) enters into an agreement with Metro in form and substance satisfactory to Metro, acting reasonably, wherein the Transferee acquires the rights and assumes the obligations of Parking Company and agrees to perform and observe all of the obligations and covenants of Parking Company under this Agreement including to comply with any outstanding, non-defaulted, Metered Parking System Contracts and other contracts signed by Parking Company relating to the Metered Parking System and the Metered Parking System Operations, which will be assigned to Transferee. Parking Company will contract for service, and will cause the Operator to contract for service, the Metered Parking System Contracts and other contracts signed by Parking Company relating to the Metered Parking System and the Metered Parking System Operations, for so long as Parking Company controls the Metered Parking System, in the understanding that any Parking Company shall not engage or appoint a replacement Operator unless Metro has Approved such Operator. Any Transfer made in violation of the foregoing provision shall be null and void ab initio and of no force and effect. Any Transferee other that the AZIDA Assignee must be registered and approved to be transactional with Metro in accordance with Metro's customary procedures prior to the assignment of Parking Company's interest to the Transferee.
Sample 1
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Transfers by Parking Company. (a) Parking Company shall not Transfer, or otherwise permit the Transfer of any or all of Parking Company Interest to or in favor of a Transferee, unless (i) Metro has Approved and (ii) the proposed Transferee enters into an agreement with Metro in form and substance satisfactory to Metro, acting reasonably, wherein the Transferee acquires the rights and assumes the obligations of Parking Company and agrees to perform and observe all of the obligations and covenants of Parking Company under this Agreement including to comply with any outstanding, non-defaulted, Metered Parking System Contracts and other contracts signed by Parking Company relating to the Metered Parking System and the Metered Parking System Operations, which will be assigned to Transferee. Parking Company will contract for service, and will cause the Operator to contract for service, the Metered Parking System Contracts and other contracts signed by Parking Company relating to the Metered Parking System and the Metered Parking System Operations, for so long as Parking Company controls the Metered Parking System, in the understanding that Parking Company shall not engage or appoint a replacement Operator unless Metro has Approved such Operator. Any Transfer made in violation of the foregoing provision shall be null and void ab initio and of no force and effect. Any Transferee must be registered and approved to be transactional with Metro in accordance with Metro's customary procedures prior to the assignment of Parking Company's interest to the Transferee.
Sample 1

Related to Transfers by Parking Company

  • Transfers and Rollovers The Custodian can receive amounts transferred or rolled over to this Xxxx XXX from the trustee or custodian of another Xxxx XXX as permitted by Code or applicable Regulations. The Custodian reserves the right not to accept any transfer or rollover.

  • Transfers and Vacancies A. Transfers

  • Transfers and Reassignments Definitions "Headquarters" means a locality and its contiguous territory in and from which an employee normally works as provided in Attachment B of this Agreement.

  • TRANSFERS AND PROMOTIONS Section 1. Notices of lateral transfer opportunities shall be posted for at least five (5) days on division bulletin boards and in branch offices. If an employee desires to transfer, he/she must submit a written request to Human Resources.

  • Transfers and Payments 1. Each Party shall permit transfers and payments for current transactions relating to its specific commitments to be made freely and without delay into and out of its territory. 2. Each Party shall permit such transfers and payments relating to the supply of services to be made in a freely usable currency at the market rate of exchange prevailing on the date of transfer. 3. Notwithstanding paragraphs 1 and 2, a Party may prevent or delay a transfer or payment through the equitable, non- discriminatory and good faith application of its laws relating to: (a) bankruptcy, insolvency or the protection of the rights of creditors; (b) issuing, trading or dealing in securities, futures, options, or derivatives; (c) financial reporting or record keeping of transfers when necessary to assist law enforcement or financial regulatory authorities; (d) criminal or penal offences; or

  • Transfers From Other Plans We can receive amounts transferred to this Xxxx XXX from the trustee or custodian of another Xxxx XXX as permitted by the Code. In addition, we can accept rollovers of eligible rollover distributions from employer-sponsored retirement plans as permitted by the Code. We reserve the right not to accept any transfer.

  • Conditions on Permitted Transfers In the event a Holder proposes to sell or transfer a Note, the Company may, but shall not be required to, impose reasonable conditions on such sale or transfer including, but not limited, to: (i) Notes may be transferred only in whole units, i.e., fractions of Notes may not be transferred; (ii) the transferee shall agree in writing to be bound by this Revenue Sharing Agreement; (iii) the transferor shall provide the Company with an opinion of counsel, satisfactory in form and substance to the Company’s counsel, stating that the transfer is exempt from registration under the Securities Act of 1933 and other applicable securities laws; and (iv) the transferor and transferee shall together pay in advance for any reasonable expenses the Company expects to incur in connection with the transfer, including attorneys’ fees.

  • Restrictions on Land transfer 6A Recognising that they are or will be receiving publicly funded land at nil consideration (which for the purposes of this transaction shall include leases granted at a peppercorn rent) the Company:

  • Permitted Transfers Within Escrow 5.1 Transfer to Directors and Senior Officers

  • Rollover Contributions and Transfers The Custodian shall have the right to receive rollover contributions and to receive direct transfers from other custodians or trustees. All contributions must be made in cash or check.

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