Assignment by Owner. 51 Section 12.11
Assignment by Owner. The Owner shall have the right, without the consent of the Servicer but subject to Section 7.01 hereof, to assign, in whole or in part, its interest under this Agreement with respect to some or all of the Mortgage Loans, and designate any person to exercise any rights of the Owner hereunder. Upon such assignment of rights and assumption of obligations, the assignee or designee shall accede to the rights and obligations hereunder of the Owner with respect to such Mortgage Loans and the Owner as assignor shall be released from all obligations hereunder with respect to such Mortgage Loans from and after the date of such assignment and assumption. All references to the Owner in this Agreement shall be deemed to include its assignee or designee.
Assignment by Owner. Subject to the limitations and requirements set forth in this Agreement, the Owner shall have the right, to assign, in whole or in part, its interest under this Agreement with respect to some or all of the Mortgage Loans, and designate any person to exercise any rights of the Owner hereunder.
Assignment by Owner. The Owner may not sell or otherwise dispose of any portion of any building in the Project unless it disposes of the entire building to the same person. Upon sale or transfer of the Project, the Owner shall be relieved of all obligations under the Agreement and the transferee shall succeed to and be bound by all of the Owner's rights and obligations hereunder, without regard to whether the transferee has executed an Assumption Agreement as hereinafter provided. Prior to any transfer of the Project, the Owner shall notify TCAC in writing and provide the name(s) and address(es), financial reports, and other relevant information of the prospective successor owner and operator. The Owner shall require, as a condition precedent to any sale, transfer or exchange or any other disposition of the Project prior to termination of this Agreement, that the purchaser or successor assume, in writing, in an Assumption Agreement acceptable to TCAC, the Owner's obligations hereunder and under Section 42 of the Code and applicable regulations, which Assumption Agreement shall be delivered to TCAC in executed, recordable form prior to any such sale, transfer or exchange. This provision shall not act to waive any other restriction on sale, transfer or exchange of the Project or any building in the Project. The Owner agrees that any sale, transfer or exchange of the Project without execution of an Assumption Agreement or otherwise in contravention of the provisions of this Section 17 shall be voidable at the discretion of TCAC. Changes in the constituents of the Owner shall not constitute a default under this Agreement. Owner acknowledges that the sale, transfer or exchange of the Project, or any interest in the Project or the Owner, consistent with the requirements of this Agreement, does not relieve the Owner or any of its constituents from any obligations which it may have under Section 42 of the Code, including those with respect to recapture of Tax Credit or any alternative thereto.
Assignment by Owner. The Owner shall have the right, without the consent of the Servicer to assign, in whole or in part, its interest under this Agreement with respect to some or all of the Mortgage Loans, and designate any person to exercise any rights of the Owner hereunder, by executing an Assignment, Assumption and Recognition Agreement substantially in the form attached as Exhibit F, and the assignee or designee shall accede to the rights and obligations hereunder of the Owner with respect to such Mortgage Loans. All references to the Owner in this Agreement shall be deemed to include its assignee or designee.
Assignment by Owner. Subject to the limitations and requirements set forth in the fifth paragraph of Section 2.01, the Owner shall have the right, to assign, in whole or in part, its interest under this Agreement with respect to some or all of the Mortgage Loans, and designate any person to exercise any rights of the Owner hereunder, by executing an Assignment, Assumption and Recognition Agreement substantially in the form of Exhibit 6 attached hereto.
Assignment by Owner. The Owner shall have the right, without the consent of the Servicer, to assign, in whole or in part, its interest under this Agreement with respect to some or all of the Mortgage Loans, and designate any Person to exercise any rights of the Owner hereunder, by executing an assignment and assumption agreement. Upon such assignment of rights and assumption of obligations, the assignee or designee shall accede to the rights and obligations hereunder of the Owner with respect to such Mortgage Loans and the Owner as assignor shall be released from all obligations hereunder with respect to such Mortgage Loans from and after the date of such assignment and assumption (except that ArticlesVI, VIII, IXandX and Sections 13.01, 13.05, 13.11, 13.14and13.15 shall survive such transfer). All references to the Owner in this Agreement shall be deemed to include its permitted assignee or designee.
Assignment by Owner. If Owner conveys the Premises or any part thereof to an Affiliate (defined below) of Owner, then Owner shall assign this Agreement to such Affiliate. If Owner conveys the Premises to someone who is not an Affiliate of Owner, then the provisions of Section 12.1 shall apply. "Affiliate" means, with reference to any entity or person, any person or entity that directly or indirectly Controls, is Controlled by or is under common Control with that person or entity.
Assignment by Owner. (a) In addition to any permitted collateral assignments to Lenders, Owner shall have the right to assign its entire rights and interests in this Agreement without the prior written consent of Manager to (i) any Person Affiliated with Owner, (ii) any Person in connection with a sale or transfer of the Hotel (including, without limitation, any lease of the Hotel in its entirety), so long as in the case of (ii), all conditions set forth in this Section 18.2 shall have been met and satisfied and such assignee shall have applied for and qualified for the assumption of the Existing Franchise Agreement or entered into a then-current AmeriSuites franchise agreement for the duration of the Term (as defined in the Management Agreement), prior to the effective date of any such assignment. Unless otherwise agreed to by Manager, Owner shall not sell, assign or transfer the Hotel, or any interest therein or issue or permit the transfer of any Ownership Interest to any Person (i) engaged, directly or indirectly, as a substantial part of its business, in franchise licensing of hotels and not Affiliated with Owner; (ii) who fails or refuses to assume Owner’s responsibilities under this Agreement; (iii) who would otherwise not qualify as a franchisee under the terms of the Existing Franchise Agreement or (iv) who does not wish to apply for and enter into a then-current AmeriSuites franchise agreement for the Hotel. Upon any assignment hereof in connection with a sale or other transfer of the Hotel, Owner shall be relieved of its duties, obligations and liabilities hereunder arising after such assignment so long as all conditions set forth in this Section 18.2(a) have been met and the assignee thereof expressly assumes in writing all such duties, obligations and liabilities (including, without limitation, those arising or relating to events occurring prior to any such assignment) and shall agree to be bound by this Agreement as evidenced by a written instrument executed by such assignee in favor of Manager in form and substance reasonably satisfactory to Manager. If Owner desires to effect an assignment of a majority of its Ownership Interest, Owner shall give Manager not less than forty-five (45) days advance notice of its intention to do so, which notice shall identify in reasonable detail the direct and indirect owners of the proposed purchaser. In the event that the sale or transfer contemplated in this subsection (a) is to a Person not Affiliated with Owner or involves ...
Assignment by Owner. The Owner shall have the right, without the consent of Servicer hereof, to assign, in whole or in part, its interest under this Agreement with respect to some or all of the Mortgage Loans, and designate any person to exercise any rights of the Owner hereunder, and the assignee or designee shall accede to the rights and obligations hereunder of the Owner with respect to such Mortgage Loans. All references to the Owner in this Agreement shall be deemed to include its assignee or designee to the extent of such assignment. Except as otherwise expressly provided herein, this Agreement shall not be assigned, pledged or hypothecated by Servicer to a third party without the consent of the Owner. This Agreement shall bind and inure to the benefit of and be enforceable by Servicer and the Owner and the respective permitted successors and assigns of Servicer and the successors and assigns of the Owner.
