Assignment and Other Transfers Clause Samples

Assignment and Other Transfers. Without Landlord’s prior written consent, which may not unreasonably be withheld, none of the following may occur (or be permitted by Tenant to occur), voluntarily, involuntarily, by operation of law, or otherwise (any of the following, a “Transfer”): any assignment, sublease, disposition, sale, concession, license, mortgage, encumbrance, hypothecation, pledge, collateral assignment, or other transfer, by Tenant of this Lease, any interest in this Lease, or all or any portion of the Premises. No Transfer releases or discharges Tenant from any liability, whether past, present, or future, under this Lease and Tenant continues to remain primarily liable under this Lease (and Tenant shall execute a guaranty of the transferee’s obligations in form and substance satisfactory to Landlord [a “Lease Guaranty"]). Tenant irrevocably assigns to Landlord, as security for Tenant’s obligations under this Lease, all rent and other amounts from any Transfer, and landlord, as assignee and as special attorney-in-fact for Tenant, or a receiver for Tenant appointed on Landlord’s application, may collect such rent and other amounts and apply them toward Tenant’s obligations under this Lease; except that, unless Tenant defaults under this Lease, Tenant may collect such rent and other amounts. Tenant shall promptly reimburse Landlord for Landlord’s reasonable costs (less any payment made by Tenant with Landlord as set forth above) of reviewing, consenting to, rejecting or consummating any proposed Transfer, including reasonable attorneys’ fees. Tenant shall promptly pay to Landlord one-half of all rents and other consideration, of whatever nature, payable by the transferee (or receivable by Tenant) pursuant to any Transfer, which exceeds (1) if a sublease of a portion of the Premises, the portion of the Basic Monthly Rent that is allocable to the portion of the Premises subleased (such allocation based on the area of the portion subleased), or (2) if any other Transfer, the Basic Monthly Rent, in each case after deduction of all of Tenant’s reasonable Transfer expenses (including leasing commissions, attorney’s fees and tenant improvements). Any provision in this Lease to the contrary notwithstanding, Landlord’s consent is not required for any of the following transfers (each of which shall be a “Permitted Transfer”): (a) to any person(s) or entity who controls, is controlled by or is under common control with the original Tenant executing this Lease, (b) to any entity resulting ...

Assignment and Other Transfers. 14 32. Common Areas; Continued Development of Project............................15 33. Relocation................................................................15 34.

Assignment and Other Transfers. Without Landlord's prior written consent, none of the following shall occur (nor be permitted by Tenant to occur), voluntarily, involuntarily, by operation of law, or otherwise (any of the following, a "Transfer"): any assignment, sublease, disposition, sale, concession, license, mortgage, encumbrance, hypothecation, pledge, collateral assignment, or other transfer, by Tenant of this Lease, any interest in this Lease, or all or any portion of the Premises. Notwithstanding anything to the contrary contained in the preceding paragraph, Tenant may assign this Lease or sublet all or any portion of the Premises, without Landlord's prior consent, to (a) any parent, subsidiary, or affiliate corporation or partnership which controls, is controlled by, or is under common control with Tenant (herein referred to as "Affiliated") or to, (b) any corporation resulting from a merger or consolidation with Tenant, or to(c) any partnership in which Tenant is a partner, or (d) any person or entity which acquires all of the assets of Tenant's business as a going concern, where such acquiring party has a net worth equal to or greater than Tenant's net worth (as of the date of this Lease); provided, that: (i) at least 30 days prior to such assignment or sublease Tenant delivers to Landlord written notice of the particulars of such proposed assignment or sublease and the reason why such assignment or sublease meets the requirements of this paragraph, (ii) if an assignment, the assignee assumes, in full, the obligations of Tenant under this Lease, or if a sublease, the sublessee of a portion of the Premises assumes, in full, the obligations of Tenant with respect to such portion, and (iii) the use of the Premises remains unchanged. Any assignment or subletting meeting the requirements of the preceding sentence will constitute a "Permitted Transfer" under this Lease and will not require Landlord's prior consent. Notwithstanding anything to the contrary contained in this paragraph, the original Tenant named in this Lease shall continue to remain primarily liable for all obligations of the "Tenant" under this Lease following a Permitted Transfer.

Assignment and Other Transfers. LIMITATIONS 45 10.1 City Approval Required 45 10.2 City Action on Transfer 47 10.3 Waiver of Transfer Application Requirements 47 10.4 Subsequent Approvals 47 10.5 Approval Does Not Constitute Waiver 47 10.6 Managing Member 48 11.1 Definitions 48 11.2 Liability and Indemnity 48 11.3 City Liability 49 11.4 Defense of Claim 49 11.5 Intellectual Property Indemnification 49 11.6 No Claims Against Officers, Employees, or Agents 50 11.7 Limitation on Liability 50 12.1 Types of Insurance 51 12.2 General Requirements for Insurance Policies 53 12.3 Proof of Insurance 53 12.4 Operations of the Franchisee 54 12.5 Subcontractor Insurance 55 12.6 Disposal 55 12.7 Adjusted Insurance Coverage 55 12.8 Other Remedies 55 13.1 Not Exclusive 55 13.2 Defaults 56 13.3 Termination Defaults 56 13.4. Expiration and Termination for Reasons Other Than Termination Default 59 13.5 Disposition of System 59 13.6 Price 60 13.7 Procedures for Transfer and Removal after Termination 60 14.1 Procedure for Subsequent Invalidity 61 14.2 Agreement Documents 62 15.1. Appendices, Exhibits, Schedules 62 15.2 Merger 63 15.3 Notices 63 15.4 Coordination 63 15.5 Publicity 64 15.6 General Representations, Warranties and Covenants of the Franchisee64 15.7 Binding Effect 66 15.8 Comptroller Rights 66 15.9 No Waiver; Cumulative Remedies 66 15.10 Partial Invalidity 67 15.11 Survival 67 15.12 Headings and Construction 67 15.13 No Subsidy 67 15.14 No Agency 67 15.15 Governing Law 68 15.16 Survival of Representations and Warranties 68 15.17 Claims Under Agreement 68 15.18 Modification 68 15.19 Service of Process 69 15.20 Compliance with Certain City Requirements 69 15.21 Compliance with Law, Licenses 69 15.22 Mitigation 69 15.23 Unavoidable Delay 69 15.24 Counterparts 70 ATTACHMENTS

Assignment and Other Transfers. Company shall not voluntarily or by operation of law assign, transfer, mortgage, sublet, or otherwise transfer or encumber all or any part of any Licensed Premises or any license or other rights with respect thereto or permit any person other than Licensor or Company or an affiliate of Company to use the Licensed Premises without (i) the prior written consent of Licensor, which consent shall not be unreasonably withheld, conditioned, or delayed, or (ii) if all of the Membership Interests or all or substantially all of the assets of the Company are sold.

Assignment and Other Transfers. (a) Subject to subparagraph (b) and (c) below, Owner may, in its sole and absolute discretion, assign or Transfer this Agreement with respect to all or part of the Project from time to time so long as the assigned rights and obligations are assumed without modifications to this Agreement. Owner shall provide the City thirty (30) days prior written notice of any such assignment. Upon such Transfer, assignment, or partial assignment, Owner will be fully released from any and all obligations under this Agreement and will have no further liability with respect to this Agreement for the part of the Project so assigned. (b) Any sale of a portion of the Property or assignment of any right hereunder will not be deemed a sale or assignment to a Designated Successor or Assign unless the conveyance or transfer instrument effecting such sale or assignment expressly states that the sale or assignment is to a Designated Successor or Assign. (c) The Owner shall include the following provision (the “Limitation on Securities Statement”) in any assignment, delegation, or Transfer of the Owner’s interest in this Agreement, in any Reimbursement Agreement, or in any unreimbursed Actual Costs, including any assignment, delegation, or transfer whereby such interest of the Owner is pledged as collateral or security for the financing of the Project: No interest in, or right to, any portion of the funds or payment obligations described in the EntradaGlen Public Improvement District Financing Agreement between Las Entradas Development Corporation, and the City of Manor, Texas (the “PFA”) or any Reimbursement Agreement provided for and defined under the PFA (the PFA and any Reimbursement Agreement, hereafter collectively the “PID Financing Agreements”) may be used as collateral or security for any “State or local bonds,” as that term is defined and used in Section 103(a) of the Internal Revenue Code, other than those issued by the City of Manor, Texas, without the consent of the City Council of Manor, Texas, which may be given or withheld at its sole discretion. (d) The Owner shall require the written commitment of any assign, successor in interest, or transferee (collectively, for the purposes of this Section 8.03, the “Assigns”) of the Owner’s interest in this Agreement or any Reimbursement Agreement, or other rights to payment of funds under either of those agreements including unreimbursed Actual Costs, to include the Limitation on Securities Statement in any assignment, delegati...

Assignment and Other Transfers. 23 29. Common Areas ............................................................................. 24 30. Access by Landlord ....................................................................... 25

Assignment and Other Transfers. Without Landlord's prior written consent, which shall not be unreasonably withheld, none of the following shall occur (nor be permitted by Tenant to occur), voluntarily, involuntarily, by operation of law, or otherwise (any of the following, a "Transfer"): (i) any assignment, sublease, disposition, sale, concession, license, mortgage, encumbrance, hypothecation, pledge, collateral assignment, or other transfer, by Tenant of this Lease, any interest in this Lease, or all or any portion of the Premises; or (ii) any Landlord Tenant --------------- ---------------

Assignment and Other Transfers. (a) Subject to subparagraph (b) below, Owner may, in its sole and absolute discretion, assign this Agreement with respect to all or part of the Project from time to time so long as the assigned rights and obligations are assumed without modifications to this Agreement. Owner shall provide the City thirty (30) days prior written notice of any such assignment. Upon such assignment or partial assignment, Owner will be fully released from any and all obligations under this Agreement and will have no further liability with respect to this Agreement for the part of the Project so assigned. (b) Any sale of a portion of the Property or assignment of any right hereunder will not be deemed a sale or assignment to a Designated Successor or Assign unless the conveyance or transfer instrument effecting such sale or assignment expressly states that the sale or assignment is to a Designated Successor or Assign. (c) For the purposes of 17 Code of Federal Regulations 240.15c2-12 and municipal securities disclosure, a purchaser of Property, or an assignee under this section 8.03, is an “Obligated Person” to the extent the purchaser or assignee meets the definition of “Obligated Person” in the Owner Continuing Disclosure Agreement.