SALE OR ASSIGNMENT BY LESSOR Sample Clauses

SALE OR ASSIGNMENT BY LESSOR. 24.2.1 Subject to LESSEE's rights pursuant to this Lease, LESSOR may at any time and without LESSEE's consent sell, assign or transfer its rights, interest and obligations hereunder or with respect to the Aircraft to a third party ("LESSOR'S ASSIGNEE"), but only if: (a) LESSOR's Assignee has full power, authority, and legal right to execute, deliver, and perform the obligations of LESSOR under the Operative Documents and provides reasonably satisfactory evidence of such power and authority to LESSEE; (b) LESSOR's Assignee enters into one or more legal, valid, binding and enforceable agreements effective to confirm that LESSOR's Assignee agrees to be bound by all the terms of, and to undertake all of the obligations arising after such transfer of LESSOR in, the Operative Documents, and in which it makes representations and warranties substantially the same as those in Article 21.1 of this Lease; (c) upon such transfer LESSEE shall not be obligated to pay any greater amount or incur any greater obligation (other than indemnifying additional indemnitees, insuring additional insureds and other minor ministerial matters) than that which it would have been obliged to pay or incur under the Operative Documents if no transfer or assignment had taken place, and upon such transfer the terms and conditions of the Operative Documents insofar as they relate to the rights and obligations of LESSEE are not altered; (d) LESSOR shall cause LESSOR's Assignee to deliver to LESSEE an opinion of counsel reasonably satisfactory to LESSEE to the effect that such agreement or agreements referred to in clause (2) and, if applicable, clause (6) are legal, binding, and enforceable in accordance with its or their terms, subject to the typical exceptions. (e) the transfer shall relate to LESSOR's entire interest as owner or lessor; (f) LESSOR's Assignee is a citizen of the United States under 49 U.S. Code ss.40102(a)(15) (such status to be determined without considering FAR ss.47.9 or any other provision that may restrict LESSEE's use or operation of the Aircraft), or shall use a voting powers trust or similar arrangement in order to hold an interest in the Aircraft such that the Aircraft can be registered in the U.S. (without considering FAR ss.47.9 or any other provision that may restrict LESSEE's use or operation of the Aircraft); (g) LESSOR's Assignee is a single Person and is either (i) a Permitted Institution, or (ii) or an affiliate of a Permitted Institution, if such affiliate...

SALE OR ASSIGNMENT BY LESSOR. 33.1 The Lessor shall have the right to obtain equity and debt financing for the acquisition and ownership of the Property or Equipment by selling or assigning its right, title and interest in any or all amounts due from the Lessee or any third party under this Lease; provided that any such sale or assignment shall be subject to the rights and interests of the Lessee under this Lease. 33.2 Any Assignee shall, except as otherwise agreed by the Lessor and such Assignee, have (to the exclusion of the Lessor) all the rights, powers, privileges and remedies of the Lessor hereunder, and the Lessee's obligations as between itself and such Assignee hereunder shall not be subject to any claims or defense that the Lessee may have against the Lessor, other than the defense of payment or satisfaction of the obligation, provided that the foregoing shall not be deemed to be a waiver of any claims the Lessee may have against the Lessor. Upon written notice to the Lessee of any such assignment, the Lessee shall thereafter make payments of Basic Rent, Additional Rent and other sums due hereunder to the Assignee, to the extent specified in such written notice, and only such payments to the applicable Assignee shall discharge the obligation of the Lessee to the Lessor hereunder and only to the extent of such payments. Anything contained herein to the contrary notwithstanding, no Assignee shall be obligated to perform any duty, covenant or condition required to be performed by the Lessor hereunder, and any such duty, covenant or condition shall be and remain the sole obligation of the Lessor.

SALE OR ASSIGNMENT BY LESSOR. 22.2.1 Subject to Lessee’s rights pursuant to and in conformity with the provisions of this Lease including without limitation this Article 22, Lessor may at any time and without Lessee’s consent sell, assign or transfer its rights, interest and obligations hereunder or with respect to the Aircraft to a third party (“Lessor’s Assignee”). For a period of two (2) years after Lessor’s sale or assignment and at Lessee’s cost, Lessee will continue to name the prior Lessor and the other Indemnitees as additional insureds under the Aviation and Airline General Third Party Liability Insurance specified in Exhibit C. 22.2.2 In the event of the sale of the Aircraft and transfer of Lessor’s rights and obligations under and in conformity with the provisions of this Lease including without limitation this Article 22, Lessor’s Assignee will become “Lessor” of the Aircraft under this Lease and the transferring party (the prior “Lessor”) will be relieved of all liability to Lessee under this Lease for obligations arising on and after the date the Aircraft is sold in conformity with the provisions of this Lease. Lessee will acknowledge and accept Lessor’s Assignee as the new “Lessor” under this Lease and will look solely to Lessor’s Assignee for the performance of all Lessor obligations and covenants under this Lease arising on and after such sale date of the Aircraft, provided Lessor’s Assignee and such sale or other transfer comply with the provisions of this Article 22.

SALE OR ASSIGNMENT BY LESSOR. (a) The Lessor shall have the right to finance the acquisition and ownership of the Facility or any other Property or Equipment by selling or assigning its right, title and interest in this Lease, including without limitation any or all amounts due from the Lessee or any third party under this Lease and granting a security interest in this Lease, the Facility or any other Property or Equipment to the Collateral Trustee or, to the extent and for the purposes permitted hereby to a lender or lenders under a Financing Arrangement; provided, that any such sale or assignment shall be subject to the rights and interests of the Lessee under this Lease, and provided further, that any such sale or assignment or grant of a security interest in this Lease for the benefit of a Person other than the Collateral Trustee shall be limited to amounts due in respect of only the Property or Equipment leased to or financed by such Person (but in no event including any of the Facility or any of the Facility Assets) or a security interest in such Property or Equipment (other than the Facility or the Facility Assets). (b) Any Related Assignee shall, except as otherwise agreed by the Lessor and such Related Assignee, have all the rights, powers, privileges and remedies of the Lessor hereunder, and the Lessee's obligations as between itself and such Related Assignee hereunder shall not be subject to any claims or defense that the Lessee may have against the Lessor. Upon written notice to the Lessee of any such assignment, the Lessee shall thereafter make payments of Basic Rent, Additional Rent and other sums due hereunder in respect of the Facility to the Collateral Trustee and, in respect of any other Property or Equipment, to the Related Assignee, to the extent specified in such notice, and such payments shall discharge the obligation of the Lessee to the Lessor hereunder to the extent of such payments. Anything contained herein to the contrary notwithstanding, no Related Assignee shall be obligated to perform any duty, covenant or condition required to be performed by the Lessor hereunder, and any such duty, covenant or condition shall be and remain the sole obligation of the Lessor.

SALE OR ASSIGNMENT BY LESSOR. 24.2.1 Subject to LESSEE's rights pursuant to this Lease, LESSOR may at any time and without LESSEE's consent sell, assign or transfer its rights, interest and obligations hereunder, under any other Operative Document, or with respect to the Aircraft to a Permitted Transferee; provided, however, that no such transfer shall materially increase LESSEE's liabilities or obligations hereunder or materially adversely affect LESSEE's rights under this Lease. For a period of two (2) years after such sale or assignment and at LESSEE's cost, LESSEE will continue to name LESSOR as an additional insured under the Aviation and Airline General Third Party Liability Insurance specified in Exhibit C.

SALE OR ASSIGNMENT BY LESSOR. 24.8.1 Subject to LESSEE’s rights pursuant to this Lease, LESSOR may at any time and without LESSEE’s consent sell, assign or transfer its rights, interest and obligations hereunder or with respect to the Aircraft (a “Transfer”) to a third party (“LESSOR’s Assignee”). Notwithstanding the foregoing, no Transfer shall: (i) be made to an entity which is not solvent at the time of and immediately after giving effect to such Transfer; (ii) be made to an air carrier or subsidiary of an air carrier that conducts substantial business in Mexico and is in direct competition with LESSEE; (iii) result in any increase in or to or the imposition of additional obligations or liabilities on the part of LESSEE that are not de minimis, (iv) restrict or diminish LESSEE’s rights in and to the Aircraft pursuant to this Lease; (v) be made to a Person having a net worth of less than ***** at the time of such Transfer; (vi) be made unless and until the purchaser, assignee or transferee shall have (a) provided LESSEE with a covenant of quiet use and enjoyment equivalent to that required under this Lease and (b) agreed in writing, in favor of LESSEE that (1) in the case of a Transfer not constituting solely a Transfer by way of security, it shall be bound by and from and after the date of transfer perform all obligations of “LESSOR” under this Lease and (2) in the case of any Transfer, that, to the extent it holds any moneys under the Lease, it shall hold, apply, invest, disburse, reimburse and return such moneys in accordance with the applicable provisions of the LEASE.

SALE OR ASSIGNMENT BY LESSOR. 24.2.1 Subject to LESSEE’s rights pursuant to this Lease, LESSOR may at any time and without LESSEE’s consent sell, assign or transfer its rights, interest and obligations hereunder or with respect to the Aircraft to a third party (“LESSOR’s Assignee”). 24.2.2 The term “LESSOR” as used in this Lease means the lessor of the Aircraft at the time in question. In the event of the sale of the Aircraft and transfer of LESSOR’s rights and obligations under this Lease, LESSOR’s Assignee will become “LESSOR” of the Aircraft under this Lease and the transferring party (the prior “LESSOR”) will be relieved of all liability to LESSEE under this Lease for obligations arising on and after the date the Aircraft is sold. LESSEE will acknowledge and accept LESSOR’s Assignee as the new “LESSOR” under this Lease and will look solely to LESSOR’s Assignee for the performance of all LESSOR obligations and covenants under this Lease arising on and after the Aircraft sale date.

SALE OR ASSIGNMENT BY LESSOR. (a) The Lessor shall have the right to obtain equity and debt financing for the acquisition and ownership of the Property or Equipment by selling or assigning its right, title and interest in any or all amounts due from the Lessee or any third party under this Lease; provided, that any such sale or assignment shall be subject to the rights and interests of the Lessee under this Lease. (b) Any Assignee shall, except as otherwise agreed by the Lessor and such Assignee, have (to the exclusion of the Lessor) all the rights, powers, privileges and remedies of the Lessor hereunder, and the Lessee's obligations as between itself and such Assignee hereunder shall not be subject to any claims or defense that the Lessee may have against the Lessor, other than the defense of payment or satisfaction of the obligation; provided that the foregoing shall not be deemed to be a waiver of any claims the Lessee may have against the Lessor. Upon written

SALE OR ASSIGNMENT BY LESSOR. 15.1 Sale of Leased Premises or Assignment of Lease and Attornment to Successors in Interest. It is understood and agreed that Lessor may sell the Leased Premises or may assign this Lease, and in any of said events, the rights and obligations of Lessor, as the case may be, shall thereafter apply to such purchaser or assignee and such subsequent purchaser shall attorn to the terms of the Lease, and Lessor shall thereupon be divested from all rights and be released from all obligations hereunder. Upon the request of any such purchaser or assignee, Lessee shall execute and deliver an instrument or instruments in form and substance satisfactory to Lessor and such purchaser or assignee, confirming such release of Lessor and attornment by Lessee.