Conditions for Assignment Sample Clauses
The "Conditions for Assignment" clause defines the requirements and limitations that must be met before a party can transfer its rights or obligations under the contract to another party. Typically, this clause specifies whether consent is needed from the other party, outlines any exceptions (such as assignments to affiliates), and may set out procedures for requesting approval. Its core practical function is to control and manage the transfer of contractual interests, thereby protecting the parties from unwanted or inappropriate assignments that could affect their rights or obligations.
Conditions for Assignment. For each permitted assignment of this Lease (including, without limitation, pursuant to Section 13(c) above), Tenant shall comply with the following (provided that any transfer of Tenant’s interest in this Lease pursuant to the exercise of Landlord’s Lease Purchase ROFR will not require satisfaction of the conditions set forth in clauses (i) through (iii) below):
(i) Tenant, at least twenty (20) days prior to the date or the effective date of such assignment, whichever date shall first occur, shall furnish Landlord with the name and business address of the proposed Transferee and the contact information of the manager, general partner, officer or other representative of the proposed Transferee;
(ii) at the time of the Transfer, there shall be no uncured default of Tenant (after the expiration of all applicable notice and cure periods) under this Lease;
(iii) Transferee shall deliver to Landlord, within thirty (30) days after its date or effective date, whichever date shall first occur, an executed copy of the assignment and assumption agreement whereby the Transferee (A) has agreed to assume all obligations of Tenant, including but not limited to those pertaining to Rent, thereafter arising, and (B) has agreed to be bound by all of the covenants, agreements, obligations, terms, provisions and conditions of this Lease, thereafter arising, on the part of Tenant to be fulfilled, performed or observed; and
(iv) in the event that Landlord’s fee interest in the Property is subordinated to the secured interest of a Leasehold Mortgagee pursuant to a Leasehold Mortgage, then, on or prior to the date of any assignment or other Transfer of Tenant’s interest under this Lease, Tenant shall repay to each Leasehold Mortgagee all outstanding indebtedness secured by any Leasehold Mortgage so as to cause the release and discharge of such Leasehold Mortgage as of such date.
Conditions for Assignment. For each permitted assignment of this Agreement, the Transferor shall comply with the following:
(i) At least twenty (20) days prior to the date or the effective date of such assignment, whichever date shall first occur, the Transferor shall furnish the other Party hereto with the name and business address of the proposed Transferee and the contact information of the manager, general partner, officer or other representative of the proposed Transferee;
(ii) at the time of the Transfer, there shall be no uncured default of the Transferor (after the expiration of all applicable notice and cure periods) under this Agreement; and
(iii) Transferee shall deliver to the other Party, within thirty (30) days after its date or effective date, whichever date shall first occur, an executed copy of the assignment and assumption agreement whereby the Transferee (A) has agreed to assume all obligations of the Transferor, thereafter arising, and (B) has agreed to be bound by all of the covenants, agreements, obligations, terms, provisions and conditions of this Agreement, thereafter arising, on the part of the Transferor to be fulfilled, performed or observed.
Conditions for Assignment. No such assignment shall be valid until and unless the following occur:
Conditions for Assignment. For the purposes of section 19( 1 A) of the 1927 Act, it is further agreed that, in addition to any other conditions subject to which licence or consent may be granted for the Proposed Assignment, any consent of the Landlord shall be subject to the following conditions:
(A) the Tenant has paid to the Landlord the whole of any arrears of Principal Rent; and
(B) that the Current Tenant shall, prior to completion of the Proposed Assignment, procure that the Proposed Assignee enters into a direct covenant with the Landlord to pay the Rents reserved by, and to perform the covenants by the Tenant contained in this Lease; and
(C) that, if the Landlord shall reasonably so require, the Current Tenant shall obtain an acceptable guarantor for the Proposed Assignee, and shall procure that such guarantor shall execute and deliver to the Landlord a deed containing covenants by that (or, if more than one, joint and several covenants) with the Landlord, as a primary obligation, in the terms contained in schedule 5 (with necessary changes), or in such other terms as the Landlord may reasonably require; and
(D) if reasonably required by the Landlord, a rent deposit of not less than twelve months' Principal Rent, together with Value Added Tax (if any), shall be provided to the Landlord on such terms and for such period as the Landlord shall reasonably require.
Conditions for Assignment. APPROVAL. IF YOU WISH TO TRANSFER YOUR ----------------------------------- INTEREST IN THE HOTEL OR YOUR CONTROLLING INTEREST IN YOU, OR IN THIS AGREEMENT, ALONE OR TOGETHER WITH OTHER PREVIOUS, SIMULTANEOUS, OR PROPOSED TRANSFERS, YOU MUST FIRST:
1. SATISFY ALL OF YOUR ACCRUED MONETARY OBLIGATIONS AND ALL OTHER OUTSTANDING OBLIGATIONS TO US;
2. CURE ANY DEFAULT OF THIS AGREEMENT (INCLUDING ANY AMENDMENTS) OR OF ANY OTHER AGREEMENT BETWEEN YOU AND US;
3. EXECUTE A GENERAL RELEASE, IN A FORM THAT WE APPROVE, OF ANY AND ALL CLAIMS AGAINST US AND OUR OFFICERS, DIRECTORS, SHAREHOLDERS, AND EMPLOYEES; AND
4. ENSURE THAT THE SUCCESSOR:
a. EXECUTES (AND, IF THE SUCCESSOR IS A CORPORATION OR PARTNERSHIP, THE BENEFICIAL OWNERS OF A CONTROLLING INTEREST IN THE SUCCESSOR AS WE REQUEST) THE THEN-CURRENT FORM OF AGREEMENT, FOR A TERM ENDING ON THE EXPIRATION DATE OF THIS AGREEMENT, WHICH WILL REPLACE AND MAY DIFFER FROM THIS AGREEMENT, INCLUDING A HIGHER ROYALTY FEE;
b. [PAYS US THE THEN-CURRENT AFFILIATION FEE;]
c. DEMONSTRATES, TO OUR SATISFACTION, THAT THE SUCCESSOR MEETS OUR STANDARDS, POSSESSES A GOOD BUSINESS REPUTATION AND CREDIT RATING, AND HAS THE ABILITY, FINANCIAL RESOURCES, AND CAPITAL TO SUCCESSFULLY OPERATE THE HOTEL;
d. AGREES IN WRITING TO UPGRADE THE HOTEL, AT SUCCESSOR'S EXPENSE AND WITHIN A SPECIFIED TIME, TO CONFORM TO OUR THEN- CURRENT STANDARDS AND SPECIFICATIONS;
e. ATTENDS, ALONG WITH THE SUCCESSOR'S GENERAL MANAGER OF THE HOTEL, OUR THEN CURRENT ORIENTATION PROGRAM; AND
f. OWNS THE ENTIRE LEASEHOLD OR FEE INTEREST IN THE HOTEL.
Conditions for Assignment. The conditions referred to in clause 10.2 are specified for the purposes of section 19(1A) of the ▇▇▇▇ ▇▇▇ and are that:
10.3.1 in relation to an assignment of the whole of this Lease the proposed assignee enters into a direct covenant with the Landlord to comply with the Tenant’s Obligations; or
10.3.2 in relation to the assignment of part only of this Lease, the proposed assignee enters into a direct covenant with the Landlord:
10.3.2.1 to comply with the Tenant’s Obligations in so far as they relate to the part of the Premises to be assigned (“the Permitted Part”), including (without limitation) covenants to comply with the Tenant’s Obligations under:
(a) Clause 5.16 and Schedule 10 (Maintenance and Lifecycle Fund) hereof insofar as they relate to a Load Bearing Structure forming part of the Permitted Part from time to time; and
(b) Clause 16 (Insurance); and
10.3.3 in either case if reasonably requested to do so by the Landlord, that the proposed assignee provides to the Landlord a guarantee of the proposed assignee’s obligations on the terms of Schedule 9 (Guarantor) by a company or companies or a person or persons that meet the criteria in clause 10.4.2 as if it were an assignee.
Conditions for Assignment. Each Lender may assign all or a ------------------------- portion of its right, title, and interest under this Agreement and the other Loan Documents (including all or a portion of the Revolving Loan or the Term Loan at the time owing to it) to one or more banks or other financial institutions; provided, that (a) -------- the assignees shall execute and deliver to the Agent an "Assignment and Acceptance" in a form reasonably satisfactory to Agent, (b) a Lender may not assign any interest without the prior approval of Agent and Borrower, which approval shall not be unreasonably withheld, (c) the assignment shall be for an amount not less than the lesser of (i) all of such Lender's Revolving Advances, (ii) all of such Lender's Term Loan or (iii) Ten Million Seven Hundred Fourteen Thousand Three Hundred Dollars ($10,714,300), (d) after giving effect to such assignment, such Lender shall continue to hold an interest in the Revolving Loan or the Term Loan, as the case may be, of not less than Ten Million Seven Hundred Fourteen Thousand Three Hundred Dollars ($10,714,300) unless such assignment is an assignment of all of such Lender's interest, (e) Pacific Coast shall not assign any portion of the Term Loan held by it if as a result of such assignment the aggregate Percentage held by Pacific Coast (including that portion of the Term Loan participated by Pacific Coast to CoBank) shall be less than the amount necessary to constitute the Requisite Lenders with respect to the Term Loan, (f) Pacific Coast shall not assign any portion of the Revolving Loans held by it (except for participations granted by Pacific Coast to CoBank) if such assignment would cause the aggregate Percentage of the Revolving Loan held by Pacific Coast and CoBank to be less than thirty three and one-third percent (33 1/3%), and (g) Bank of America shall not assign any portion of the Revolving Loans held by it if such assignment would cause the aggregate Percentage of the Revolving Loan held by Bank of America to be less than thirty three and one- third percent (33 1/3%).
Conditions for Assignment. This Agreement and the rights and licenses granted to METROLOGIC hereunder may be assigned by METROLOGIC only (a) with the prior written consent of SYMBOL; or (b) in accordance with and subject to the conditions set forth in Article 18 hereof.
Conditions for Assignment. APPROVAL. IF YOU WISH TO TRANSFER ------------------------- YOUR INTEREST IN THE HOTEL OR YOUR CONTROLLING INTEREST IN YOU, OR IN THIS AGREEMENT, ALONE OR TOGETHER WITH OTHER PREVIOUS, SIMULTANEOUS, OR PROPOSED TRANSFERS, YOU MUST FIRST:
Conditions for Assignment. The condition referred to in clause 10.2 is specified for the purposes of section 19(1A) of the 1927 Act and is that the proposed assignee enters into a direct covenant with the Landlord (in a form agreed by the parties acting reasonably) to comply with the Tenant's Obligations