Assignment by Town Clause Samples
The "Assignment by Town" clause defines the conditions under which the Town, as a party to the agreement, may transfer its rights and obligations to another entity. Typically, this clause outlines whether the Town can assign the contract freely or only with the other party's consent, and may specify any exceptions or required procedures, such as providing written notice. Its core practical function is to clarify the Town's ability to delegate its contractual responsibilities, thereby addressing potential concerns about changes in the party responsible for performance under the agreement.
Assignment by Town. The Town shall not sell, transfer, assign, pledge or cause to be assumed (together, “Assign”; and any such action, an “Assignment”) this Agreement, in whole or in part, without the prior written consent of Entity Name and its applicable Financing Parties.
Assignment by Town. Except in the context of financing or securitizing revenues from the Project under this Agreement, the Town may not transfer or assign any of its rights or obligations under this Agreement without the prior written consent of the Company and any such transfer or assignment shall be null and void and of no force and effect. The Company shall cooperate with the Town from time to time, including, without limitation, by entering into a consent and assignment or other agreements with the Town and the financing parties involved with any such financing or securitization in connection with any collateral assignment on such terms as may be customary under the circumstances and shall reasonably be required by the involved financing parties.
Assignment by Town. The Town may transfer or assign any of its rights or obligations under this Community Benefit Agreement, provided that such transfer or assignment is due to a Town related financing transaction, without the prior written consent of the Company. The Company shall cooperate with the Town from time to time, including, without limitation, by entering into a consent and assignment or other agreements with the Town and the financing parties involved with any such financing or securitization in connection with any collateral assignment on such terms as may be customary under the circumstances and shall reasonably be required by the involved financing parties.
Assignment by Town. The Town may not transfer or assign any of its rights or obligations under this Agreement to an Assignee without the prior written consent of the Company and any such transfer or assignment shall be null and void and of no force and effect; provided further that such consent shall not be unreasonably withheld. Assignment by Company. The Company may, without the consent of the Town: (a) assign this Agreement to any (x) purchaser or successor in and to the Project, (y) affiliate or subsidiary of the Company that is controlled by, controlling or under common control with the Company, or (z) persons or entities providing financing for the Project (ALender@, and such purchaser, affiliate, and Lender are collectively defined as a ASuccessor@), provided such Successor assumes and agrees to be bound by this Agreement by executing and submitting to the Town a notice of assignment and assumption of this Agreement at least thirty days prior to any assignment, and (b) pledge, encumber, hypothecate, mortgage, grant a security interest in and collaterally assign this Agreement to any Lender as security for the repayment of any indebtedness and/or the performance of any obligation whether or not such obligation is related to any indebtedness (a ALender=s Lien@). A Lender shall have the absolute right to (a): assign its Lender=s Lien; (b) take possession of and operate the Property or any portion thereof solely in accordance with the Company=s rights under this Agreement and perform any obligations to be performed by the Company or a Successor hereunder; or 8) exercise any rights of the Company hereunder. The Town shall cooperate with the Company, its affiliates, or any Successor from time to time, including, without limitation, by entering into a consent and assignment or other agreements with such Successor and the Company in connection with any collateral assignment on such terms as may be customary under the circumstances and shall reasonably be required by such Successor, including execution of a consent to the assignment of this Agreement. In the event this Agreement is assigned to a Successor, the Company shall have no further obligations hereunder, except for any obligations outstanding on the date of the transfer, but only if the Successor has in writing confirmed its acceptance of its obligations and Successor is not in breach of its obligations under this Agreement. Nothing herein shall limit in any way the right of the owners of the Company to sell or otherwis...
Assignment by Town. This Agreement binds the Property Owner(s) and their successors, heirs and assigns. The Property Owner(s) will allow the Town to assign this Agreement in whole or part, without notice, for any purpose.