Assignment by Lessor Sample Clauses

Assignment by Lessor. Lessor may assign its interest or grant a security interest in any Lease and the Equipment individually or together, in whole or in part. If Lessee is given written notice of any such assignment, it shall immediately make all payments of Rent and other amounts hereunder directly to such assignee. Each such assignee shall have all of the rights of Lessor under each Lease assigned to it. Lessee shall not assert against any such assignee any set-off, defense, or counterclaim that Lessee may have against Lessor or any other person.

Assignment by Lessor. (a) Lessor may voluntarily, at any time, upon ten Business Days prior written notice to Lessee, assign, sell or transfer, all, but not less than all of its right, title and interest in, to and under the Aircraft, this Lease and the Lease Supplement, to a single transferee either through assignment of its beneficial interest or through the sale or other transfer of all or substantially all of its assets or business, in either case only if the transferee (i) is a "citizen of the United States" as defined in the Transportation Code (or enters into a voting trust agreement , voting powers agreement or other similar arrangement in form and substance reasonably satisfactory to Lessee, it being agreed that the Trust Agreement is acceptable to Lessee), (ii) has a net worth of not less than $20,000,000 (or provides a guarantee of all of its obligations by an entity meeting such net worth requirement), (iii) assumes the obligations of Lessor in the transaction, and (iv) is not, without the written consent of Lessee, an airline or an Affiliate thereof. The provision of this Section 13.3(a) shall not apply to any transfer or assignment if an Event of Default or a Default under Section 14(a)(v) has occurred and is continuing. Lessee agrees that upon any transfer pursuant to this Section 13.3(a), the transferor thereupon shall be relieved of all its obligations hereunder and the transferee shall succeed to all of Lessor's rights, interests and obligations under this Lease as though the transferee had been the Lessor hereunder. (b) Lessor may encumber the Aircraft or this Lease or assign its interest or any part thereof under this Lease to a lender as security for the purpose of financing its interest in the Aircraft and Lease. Such assignee shall not be required to perform any duty, covenant or condition required to be performed by Lessor under this Lease. (c) Any assignment or encumbrance by Lessor pursuant to this Section 13.3 shall be subject to Lessee's rights hereunder. Lessee shall be under no obligation to any assignee except upon written notice of such assignment from Lessor. Upon written notice to Lessee of such assignment, Lessee agrees to pay Rent to the assignee in accordance with the instructions specified in such notice, and to give all notices which are required or permitted to be given by Lessee to Lessor hereunder to the Person(s) specified to receive the same in such written notice of assignment, and to otherwise comply with all notices, directions and...

Assignment by Lessor. Lessor shall have the right to sell, transfer or assign, in whole or in part, all of its rights and obligations hereunder and in the Building and the Land. In such event and upon the assumption by such transferee of Lessor's obligations hereunder, no further liability or obligation shall thereafter accrue against Lessor hereunder.

Assignment by Lessor. The terms and conditions of each Schedule have been fixed by Lessor in order to permit Lessor to sell and/or assign or transfer its interest or grant a security interest in each Schedule and/or the Equipment to a Secured Party or Assignee. In that event, the term Lessor will mean the Assignee and any Secured Party. However, any assignment, sale, or other transfer by Lessor will not relieve Lessor of its obligations to Lessee and will not materially change Lessee's duties or materially increase the burdens or risks imposed on Lessee. The Lessee consents to and will acknowledge such assignments in a written notice given to Lessee. Lessee also agrees that: (a) The Secured Party will be entitled to exercise all of Lessor's rights, but will not be obligated to perform any of the obligations of Lessor. The Secured Party will not disturb Lessee's quiet and peaceful possession and unrestricted use of the Equipment so long as Lessee is not in default and the Secured Party continues to receive all Rent payable under the Schedule; and (b) Lessee will pay all Rent and all other amounts payable to the Secured Party, despite any defense or claim which it has against Lessor. Lessee reserves its right to have recourse directly against Lessor for any defense or claim; (c) Subject to and without impairment of Lessee's leasehold rights in the Equipment, Lessee holds the Equipment for the Secured Party to the extent of the Secured Party's rights in that Equipment.

Assignment by Lessor. Any assignee of Lessor shall have all of the rights but none of the obligations of Lessor under this Lease. Lessee shall recognize and hereby consent to any assignment of this Lease by Lessor, and Lessee shall not assert against the assignee any defense, counterclaim, or set-off that Lessee may have against Lessor. Subject to the foregoing, this Lease inures to the benefit of and is binding upon the heirs, devisees, personal representatives, survivors, successors in interest, and assigns of the parties hereto.

Assignment by Lessor. Subject to the provisions of the second paragraph of this Section, Lessor’s obligations and rights under this Agreement, including the right to receive payments from Lessee hereunder, may be assigned and reassigned in whole or in part to one or more assignees or subassignees by Lessor at any time subsequent to this execution, without the necessity of obtaining the consent of Lessee; provided, however, that no such assignment or reassignment shall be effective unless and until (i) Lessee shall have received notice of the assignment or reassignment disclosing the name and address of the assignee or subassignee, and (ii) in the event that such assignment or reassignment is made to a bank or trust company as trustee for holders of certificates representing interests in this Agreement, such bank or trust company agrees to maintain, or cause to be maintained, a book-entry system by which a record of the names and addresses of such holders as of any particular time is kept and agrees, upon request of ▇▇▇▇▇▇, to furnish such information to Lessee. Upon receipt of notice of assignment, ▇▇▇▇▇▇ agrees to reflect in a book entry the assignee designated in such notice of assignment, and subject to any claim, defense, set-off or counterclaim that Lessee may from time to time have against Lessor, or the assignee, arising from a breach of this Agreement only (not including the Purchase Agreement), to make all payments to the assignee designated in the notice of assignment. ▇▇▇▇▇▇ agrees to execute all documents, including notices of assignment and chattel mortgages or Financing and Continuation Statements which may be reasonably requested by Lessor or its assignee to protect its interests in the Equipment and in this Agreement. This Agreement may be assigned and reassigned only to banks, savings and loan and other thrift associations and insurance companies, corporations having assets in excess of $10 million, investment companies, and accredited investors as defined in the Securities Act of 1933, as amended from time to time.

Assignment by Lessor. Lessor and any assignee of Lessor, with or without notice to or consent of Lessee, may sell, assign, transfer or grant a security interest in all or any part of Lessor's rights, obligations, title or interest in the Equipment, the Lease, any Schedule or the amounts payable under the Lease or any Schedule to any entity ("transferee"). The transferee shall succeed to all of Lessor's rights in respect to the Lease (including, without limitation, all rights to insurance and indemnity protection described in the Lease). Lessee agrees to sign any acknowledgement and other documents reasonably requested by Lessor or the transferee in connection with any such transfer transaction. Lessee, upon receiving notice of any such transfer transaction, shall comply with the terms and conditions thereof. Lessee agrees that it shall not assert against any transferee any claim, defense, setoff, deduction or counterclaim which Lessee may now or hereafter be entitled to assert against Lessor. Unless otherwise agreed in writing, the transfer transaction shall not relieve Lessor of any of its obligations to Lessee under the Lease and Lessee agrees that the transfer transaction shall not be construed as being an assumption of such obligations by the transferee.

Assignment by Lessor. Lessor may assign, sell or encumber its interest in any of the Equipment and any Lease. Upon Lessor's written consent, Lessee shall pay directly to the assignee of any such interest all Rent and other sums due under an assigned Lease. THE RIGHTS OF ANY SUCH ASSIGNEE SHALL NOT BE SUBJECT TO ANY ABATEMENT, DEDUCTION, OFF-SET, COUNTERCLAIM, RECOUPMENT, DEFENSE OR OTHER RIGHT WHICH LESSEE MAY HAVE AGAINST LESSOR OR ANY OTHER PERSON OR ENTITY. Notwithstanding the foregoing, any such assignment (a) shall be subject to Lessee's right to possess and use the Equipment subject to a Lease so long as Lessee is not in default thereunder, and (b) shall not release any of Lessor's obligations hereunder.

Assignment by Lessor. Lessee and Lessor hereby confirm that concurrently with the execution and delivery of this Lease, Lessor has executed and delivered to the Indenture Trustee the Indenture, which assigns as collateral security and grants a security interest in favor of the Indenture Trustee in, to and under this Lease and certain of the Rent payable hereunder (excluding Excepted Property), all as more explicitly set forth in the Indenture. Lessor agrees that it shall not otherwise assign or convey its right, title and interest in and to this Lease or any Unit, except as expressly permitted by and subject to the provisions of the Participation Agreement, the Trust Agreement and the Indenture.