ASSIGNMENT AND TRANSFER PROVISIONS Sample Clauses
The Assignment and Transfer Provisions clause defines the rules and limitations regarding a party’s ability to transfer its rights or obligations under the contract to another party. Typically, this clause specifies whether prior written consent is required before any assignment or transfer can occur, and may outline exceptions or conditions under which assignments are permitted, such as in the case of a merger or sale of business assets. Its core practical function is to protect the interests of the parties by ensuring that contractual relationships are not unilaterally altered or transferred to third parties without proper oversight or agreement, thereby maintaining control and predictability over who is responsible for fulfilling contractual duties.
ASSIGNMENT AND TRANSFER PROVISIONS. 24.1 The rights and obligations of the Councils and the Other Parties under this Agreement are personal to the Councils and the Other Parties and shall not be assigned (whether absolutely or by way of security and whether in whole or in part), sub-contracted, delegated, transferred, mortgaged, charged, declared in trust for a third party, or otherwise disposed of in any manner whatsoever without the prior written consent of the Developer, such consent not to be unreasonably withheld or delayed, and any such purported dealing in contravention of this clause shall be ineffective.
24.2.1 The Developer may assign (whether absolutely or by way of security and whether in whole or in part), sub-contract, delegate, transfer, mortgage, charge or otherwise dispose in any manner whatsoever of its rights and obligations under this Agreement to any of its Affiliates.
24.2.2 The Developer shall give the Councils not less than 20 working days notice of its intention to assign its obligations under this Agreement under clause 24.2.
24.3 The Developer may assign, transfer or otherwise dispose of its rights and obligations under this Agreement to any other person not being an Affiliate subject to the prior written consent of the Councils, such consent not to be unreasonably withheld or delayed. The Developer shall allow the Councils not less than 20 working days to consider whether to consent to the proposed assignment, transfer or disposal of its obligations under this Agreement.
24.4 The Developer shall give the Councils written notice of any assignment, transfer or disposal of its rights and obligations under this clause 24 within 10 working days of the same having taken place.
24.5 The Developer shall ensure that any assignment under clause 24.2 or 24.3 is effective to secure a full assignment of its responsibilities under this Agreement and shall remain liable in respect of its obligations until such time as those obligations have been effectively transferred.
ASSIGNMENT AND TRANSFER PROVISIONS. 5.1 Restrictions on Transfer of the Property or Assignment of the Agreement Prior to Issuance of Certificate of Completion. Because it is a municipal entity, PDC is uniquely benefited by completion of the Project. Developer is uniquely qualified to construct and manage the Project. Accordingly, PDC and Developer agree and acknowledge that the anti- assignment provisions of this Section 5 are reasonable and necessary to provide to each Party the benefit of the transaction implemented through this Agreement. The anti-assignment provisions of this Section 5 shall not apply to any transfer or disposition of the Property, the Project or Developer’s interest in this Agreement that occur after the issuance by PDC of the Certificate of Completion for Project.
5.1.1 Except as provided in Section 5.2, Developer shall not partially or wholly transfer or dispose of or agree to transfer or dispose of the Property, the Project, or Developer's interest in this Agreement without the prior written approval of the PDC, which may be withheld in PDC’s sole discretion. Without limiting PDC’s discretion to withhold its approval in any event, PDC is unlikely to approve a transfer or disposition if (a) the transfer or disposition violates another provision of this Agreement, (b) the proposed transferee does not possess qualifications and financial capacity equal to or superior to that of Developer, or (c) the transfer or disposition will cause a material delay in completion of the Project.
ASSIGNMENT AND TRANSFER PROVISIONS. 9.1. Restrictions on Transfer of the Property and Assignment of the Agreement Prior to Issuance of Certificate of Completion. PHB is uniquely benefited by completion of the Project according to the terms and conditions set forth in this Agreement and the Regulatory Agreement. Developer is uniquely qualified to construct the Project and to continue to manage and maintain the Affordable Housing Units in accordance with the terms of this Agreement and the Regulatory Agreement. The anti-assignment provisions of this Section 9.1 are reasonable and necessary to provide to each Party the benefit of the transaction implemented through this Agreement.
9.1.1. Except as provided in this Section 9.1.1 and as provided in 9.2, prior to the issuance of a Certificate of Completion, Developer shall not partially or wholly transfer or dispose of or agree to transfer or dispose of the Property, the Project, or Developer’s interest in this Agreement without the prior written approval of the PHB, which may be withheld in PHB’s sole discretion. Without limiting PHB’s discretion to withhold its approval in any event, PHB is unlikely to approve a transfer or disposition if: (a) the transfer or disposition violates another provision of this Agreement, (b) the proposed transferee does not possess qualifications and financial capacity equal to or superior to that of Developer, (c) the transfer or disposition will cause a material delay in completion of the Project; or (d) the participation of Home Forward either in its individual capacity, as the general partner of the Partnership or the developer of the Project shall change as the result of transfer to a successor in interest to the Property or the Project.
ASSIGNMENT AND TRANSFER PROVISIONS. 9.1. Restrictions on Transfer of the Property and Assignment of the Agreement Prior to Issuance of Certificate of Completion. Because it is a municipal entity, PHB is uniquely benefited by completion of the Project. Developer is uniquely qualified to construct and manage the Project. The anti-assignment provisions of this Section 9.1 are reasonable and necessary to provide to each Party the benefit of the transaction implemented through this Agreement.
9.1.1. Except as provided in this Section 9.1.1 and as provided in Section 9.2, prior to the issuance of a Certificate of Completion, Developer shall not partially or wholly transfer or dispose of or agree to transfer or dispose of the Property, the Project, or Developer’s interest in this Agreement without the prior written approval of the PHB, which may be withheld in PHB’s sole discretion. Without limiting PHB’s discretion to withhold its approval in any event, PHB is unlikely to approve a transfer or disposition if: (a) the transfer or disposition violates another provision of this Agreement, (b) the proposed transferee does not possess qualifications and financial capacity equal to or superior to that of Developer, or (c) the transfer or disposition will cause a material delay in completion of the Project.
9.1.2. CCC NE 2nd, LLC, an Oregon limited liability company (“Developer’s Principal”) shall retain the managing general partner interest in the Developer and retain control of the management of the Developer, subject to the terms of that certain Limited Partnership Agreement by and between Developer and dated
ASSIGNMENT AND TRANSFER PROVISIONS. 9.1. Restrictions on Transfer of the Property and Assignment of the Agreement Prior to Issuance of Certificate of Completion. PHB is uniquely benefited by completion of the
9.1.1. Except as provided in this Section 9.1.1 and as provided in 9.2, prior to the issuance of a Certificate of Completion, Developer shall not partially or wholly transfer or dispose of or agree to transfer or dispose of the Property, the Project, or Developer’s interest in this Agreement without the prior written approval of the PHB, which may be withheld in PHB’s sole discretion. Without limiting PHB’s discretion to withhold its approval in any event, PHB is unlikely to approve a transfer or disposition if: (a) the transfer or disposition violates another provision of this Agreement, (b) the proposed transferee does not possess qualifications and financial capacity equal to or superior to that of Developer, (c) the transfer or disposition will cause a material delay in completion of the Project; or (d) the participation of Home Forward either in its individual capacity, as the general partner of the Partnership or the developer of the Project shall change as the result of transfer to a successor in interest to the Property or the Project.
ASSIGNMENT AND TRANSFER PROVISIONS. Postings 13 8.2 Notification of Assignments/Salary Statements 13 8.3 Voluntary Transfer 13
ASSIGNMENT AND TRANSFER PROVISIONS