Assignment by Owner Clause Samples

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. 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. 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. 15.1 Except as permitted or required under Clauses 15.2, 15.3, 15.4, 24.3 and Schedule 10, Owner may not assign, novate or transfer, declare a trust over, or deal in any way with, any of its rights or obligations under this agreement or rights, title, or interest in or to the FSRU. Owner may delegate obligations under this agreement to a manager if that would be in accordance with Good Industry Practice. 15.2 Provided that Owner remains obliged to perform this agreement, Owner may with the prior written consent of Company (such consent not to be unreasonably withheld or delayed) assign its rights under this agreement to: (a) Höegh LNG Ltd.; or (b) any Affiliate of Höegh LNG Ltd., but only if the assignee remains an Affiliate of Höegh LNG Ltd. throughout the term of this agreement, SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (*****). and provided always that it shall in all circumstances be reasonable for Company to withhold consent to any such assignment if that assignment would or might result in Company suffering or incurring any Losses, Consequential Loss, or Taxes that it would not suffer or incur were there no such assignment. 15.3 Owner may novate all its rights and obligations under this agreement to any Affiliate wholly-owned and wholly Controlled directly by the Initial Owner, provided that: (a) Owner shall provide a guarantee and indemnity given by the Indonesian Owner Guarantor and in form and substance satisfactory to Company, acting reasonably, guaranteeing performance by that Affiliate of its obligations under this agreement; (b) that Affiliate is, and shall remain, wholly-owned and wholly Controlled by the Initial Owner; and (c) the novation will not cause Company to incur any additional cost, Tax or other liability. 15.4 Unless the parties otherwise agree in writing signed by both of them, Owner shall before Acceptance procure that title to the FSRU is assigned to the Indonesian Owner, and promptly after such assignment that the Indonesian Owner shall, execute and deliver to Company an agreement substantially in the form set out in Schedule 9 (the “Novation Agreement”). 15.5 Company shall execute and deliver the Novation Agreement to Owner as soon as reasonably practicable and in any event within ***** ...

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. 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. The Owner may assign or transfer its rights under and in connection with this Guarantee to the same extent as it may do so under the Bareboat Charter.