Agreements with Transferees Clause Samples

Agreements with Transferees. (i) If pursuant to the provisions of Section 10.2 (a), (b) or (c), ally Party (the “Transferor”) shall purport to make a Transfer of any part of its Total Interest to any Person (“Transferee”), no such Transfer shall entitle the Transferee to ally benefits or rights hereunder until: (1) the Transferee agrees in writing to assume and be bound by all the obligations of the Transferor and be subject to all the restrictions to which the Transferor is subject under the terms of this Agreement and any agreements with respect to a Project to which the Transferor is then subject OF is then required to be a party; and (2) the Transferor and Transferee enter into a written agreement with the other Parties and the Company which provides (x) that the Transferor is irrevocably designated the proxy of the Transferee to exercise all voting and other approval rights appurtenant to the Total Interest acquired by the Transferee, (y) that the Transferor shall remain liable for all obligations arising under tills Agreement prior to or after such Transfer in respect of the Total Interest so transferred, and (z) that the Transferee or Transferor, as applicable, shall indemnify the Parties from and against all claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees and court costs) which may arise as a result of ally breach by the Transferee or Transferor of its obligations hereunder. (ii) No Transferee of any Total Interest shall make any further disposition except in accordance with the terms and conditions hereof. (iii) All costs and expenses incurred by the Company, or the non-transferring Parties, in connection with any Transfer of a Total Interest, including ally filing or recording costs and the fees and disbursements of counsel, shall be paid by the Transferor.

Agreements with Transferees. In the event that pursuant to the provisions of this Article VI, any Venturer (the "Transferor") shall transfer its Joint Venture interest to any person or entity other than the other Venturer ("Transferee"), no such transfer shall be made or shall be effective to make such Transferee a Venturer or entitle such Transferee to any benefits or rights hereunder until the proposed Transferee agrees in writing to assume and be bound by all the obligations of the Transferor and be subject to all the restrictions to which the Transferor is subject under the terms of this Agreement and any further agreement with respect to the Project or the Additional Projects contemplated by this Agreement to which the Transferor is then subject or is then required to be a party. In the event a Venturer's Joint Venture interest is transferred by operation of law and the Venturer's Transferee fails to sign such a writing within ninety (90) days of the date it is determined such transfer has been made, such failure shall entitle either Venturer (i) to treat such failure as a default under this Agreement, or (ii) if the Venturer elects not to treat such failure to sign as a default hereunder, nonetheless to invoke the appraisal or the dissolution procedures as set forth in Section 7.4 hereof and in such event, such transferee shall be treated in the same manner as a "Defaulter" under Section 7.4.

Agreements with Transferees. Notwithstanding anything else herein contained, every Transfer of any Shares held by a Party shall be subject to the condition that the proposed transferee, if not already bound by this Agreement, shall first enter into a Participation Agreement with the other Parties hereto, except that a Participation Agreement shall not be required in respect of any transaction in which GEIPPP II has offered the other Parties Tag-Along Rights in accordance with Section 4.3 hereof.

Agreements with Transferees. In the event that pursuant to the provisions of this Article XIV, any Owner Participant shall transfer its interest hereunder to any person or entity other than the other Owner Participant(s), no such transfer shall be made or shall be effective to make such transferee an Owner Participant or entitle such transferee to any benefits or rights hereunder or under the Operative Documents until the proposed Transferee agrees in writing to assume and be bound by all the obligations of the selling Owner Participant and be subject to all the restrictions to which the selling Participant is subject under the terms of this Agreement, the Operative Documents, and any further agreement which may be required with respect to the Trust Estate. In the event an Owner Participant's interest hereunder is transferred by operation of law, such Owner Participant's transferee shall sign such a writing within fifteen (15) days of the closing date as an express condition to the effectiveness of any such transfer.

Agreements with Transferees. If pursuant to the provisions of this Article XIV, any Owner Participant shall transfer its interest hereunder to any person or entity other than the other Owner Participants, no such transfer shall be made or shall be effective to make such transferee an Owner Participant or entitle such transferee to any benefits or rights hereunder or under the Operative Documents until the proposed Transferee agrees in writing to assume and be bound by all the obligations of the selling Owner Participant and be subject to all the restrictions to which the selling

Agreements with Transferees. (a) If pursuant to the provisions of this Article 11, any Member (the "Transferor") shall purport to make a Transfer of any part of its Percentage Interest to any Person ("Transferee"), no such Transfer shall entitle the Transferee to any benefits or rights hereunder until the Transferee agrees in writing to become a Member and assume and be bound by all the obligations of the Transferor and be subject to all the restrictions to which the Transferor is subject under the terms of this Agreement and any agreements with respect to the Property to which the Transferor is then subject or is then required to be a party. (b) All costs and expenses incurred by the Company, or the non-transferring Members, in connection with any Transfer of a Percentage Interest, including any filing or recording costs and the fees and disbursements of counsel, shall be paid by the Transferor.

Agreements with Transferees. Notwithstanding anything else contained in this Agreement, every Transfer of Shares, in addition to the requirements of the Company’s Certificate of Incorporation, shall be subject to the condition that the proposed Transferee shall agree to be bound by the terms hereof in the same manner as the Transferring Shareholder.