Subsequent Transferee Clause Samples
The 'Subsequent Transferee' clause defines the rights and obligations of parties who acquire an interest in a contract or asset after the original agreement has been executed. This clause typically outlines how the terms of the original agreement apply to new parties, such as assignees or purchasers, ensuring that they are bound by the same conditions as the original parties. For example, if a property is sold, the new owner (the subsequent transferee) would inherit both the benefits and responsibilities specified in the original contract. The core function of this clause is to maintain continuity and enforceability of contractual obligations, preventing parties from circumventing their duties through transfer or assignment.
Subsequent Transferee. Contracting Party agrees that, if Agent shall notify Contracting Party in writing that an “Event of Default” under the Financing Agreement has occurred and is continuing and that Agent has elected to exercise its rights and remedies pursuant to the Financing Agreement with respect to the foreclosure (whether judicial or nonjudicial) or sale of the Assigned Interest (or any portion thereof), then Agent or any other purchaser, successor, assignee or designee of the Assigned Interest (as the case may be, in each case, a “Subsequent Transferee”) shall be substituted for Assignor under the Agreement and Contracting Party shall (a) recognize the Subsequent Transferee as its counterparty under the Agreement and (b) continue to perform its obligations under the Agreement in favor of the Subsequent Transferee; provided, however, that such Subsequent Transferee: (i) has elected in writing to assume all of Assignor’s rights and obligations under the Agreement, (ii) has cured any then-existing payment defaults under the Agreement, (iii) has provided credit support and collateral to the extent and in the manner required under the Agreement, (iv) has acquired all of Assignor’s right, title and interest in the Project and (v) is a Permitted Assignee. “Permitted Assignee” shall mean a Person having at least five (5) years experience in the operation and maintenance of electrical generation facilities similar to the Project, which Person shall be reasonably acceptable to Contracting Party. The Subsequent Transferee shall have the right to assign all of its interest in the Agreement to any Person as permitted and under the terms set forth in the Agreement. “Person” means any natural person, corporation, partnership, trust, joint venture, limited liability company, firm, association, Governmental Authority or any other entity whether acting in an individual, fiduciary or other capacity.
Subsequent Transferee. Investor agrees that if Collateral Agent shall notify Investor in writing that Collateral Agent has elected to exercise its rights and remedies with respect to foreclosure (whether judicial or nonjudicial) or sale under the Security Agreement or Pledge Agreement, then any purchaser, successor, assignee or designee (as the case may be, in each case, a “Subsequent Transferee”) shall be substituted for the Collateral Agent under this Consent.