Transfer of the Project Clause Samples
POPULAR SAMPLE Copied 2 times
Transfer of the Project. (a) On the Transfer Date, the Concessionaire shall transfer and assign to JMC or its nominated agency, as the case may be, free and clear of any charges, liens and Encumbrances created or suffered by the Concessionaire after the Commencement Date of all the Concessionaire’s right, title and interest in and to the Project, Project Assets and Project Facilities thereto including the Project Site. The Concessionaire shall also deliver to JMC or its nominated agency on such date such operating manuals, plans, design drawings, reports, accounts and other information as may reasonably be required by JMC or its nominated agency to enable it to continue the operation of the Modern Slaughterhouse either directly or by its nominated agency. The personnel of the Concessionaire shall continue to be the employees of the Concessionaire and the transfer of the Project with all its assets shall not in any manner affect their status as employees of the Concessionaire and they shall have no claim to any type of employment or compensation from JMC or its nominated agency.
(b) The Concessionaire shall to the extent possible assign to JMC or its nominated agency at the time of transfer all unexpired guarantees and warranties by the Contractors and suppliers and all insurance policies. The Concessionaire shall ensure that any rights, which are to be so assigned, are capable of assignment and the counterpart to the Concessionaire has approved such assignment under the terms and conditions of the relevant contract.
(c) The Concessionaire shall, to the extent possible at the time of transfer, assign to JMC or its nominated agency all contracts, equipment contracts, supply contracts and all other contracts relating to the Project entered into by the Concessionaire and subsisting at the time of transfer except any contracts with employees.
(d) The transfer of the Project and its assets shall be treated as a transfer on a going concern basis. With the transfer of immovable property comprising the Project it shall be deemed to be a termination of all sub‐license agreement/arrangements in relation to the Project Site and the title to all such immovable property shall automatically revert to JMC or its nominated agency. The movable property comprising Project Assets shall be deemed to be transferred to JMC or its nominated agency by constructive delivery and possession.
(e) At the time of transfer, the Project shall be in such condition as is reasonable under all the circumstances takin...
Transfer of the Project. For the Compliance Period, the Owner shall not Transfer the Project, in whole or in part, without the prior written consent of the Issuer, which consent shall not be unreasonably withheld or delayed if the following conditions are satisfied: (A) the receipt by the Issuer of evidence acceptable to the Issuer that (1) the Owner shall not be in default hereunder or under the Loan Agreement, if in effect (which may be evidenced by a Certificate of Continuing Program Compliance), or the transferee undertakes to cure any defaults of the Owner to the reasonable satisfaction of the Issuer; (2) the continued operation of the Project shall comply with the provisions of this Regulatory Agreement; (3) either (a) the transferee or its Agent has at least three years’ experience in the ownership, operation and management of similar size rental housing projects, and at least one year’s experience in the ownership, operation and management of rental housing projects containing below-market-rate units, without any record of material violations of discrimination restrictions or other state or federal laws or regulations or local governmental requirements applicable to such projects, or (b) the transferee agrees to retain an Agent with the experience and record described in subclause (a) above, or (c) the transferring Owner or its management company will continue to manage the Project, or another management company reasonably acceptable to the Issuer will manage, for at least one year following such Transfer and, if applicable, during such period the transferring Owner or its management company will provide training to the transferee and its manager in the responsibilities relating to the Low Income Units; and (4) the person or entity that is to acquire the Project does not have pending against it, and does not have a history of significant and material building code violations or complaints concerning the maintenance, upkeep, operation, and regulatory agreement compliance of any of its projects as identified by any local, state or federal regulatory agencies; (B) the execution by the transferee of any document reasonably requested by the Issuer with respect to the assumption of the Owner’s obligations under this Regulatory Agreement and the Loan Agreement (if then in effect), including without limitation an instrument of assumption hereof and thereof, and delivery to the Issuer of an opinion of such transferee’s counsel to the effect that each such document and this Regulato...
Transfer of the Project. Upon transfer of the Project and assignment of this Lease, Landlord shall be entirely freed and relieved of all liability under any and all of its covenants and obligations contained in or derived from this Lease occurring after the consummation of the transfer and assignment, and from all liability for the Security Deposit. Tenant shall attorn to any entity purchasing or otherwise acquiring the Premises at any sale or other proceeding.
Transfer of the Project. (a) For the Qualified Project Period, the Borrower shall not Transfer the Project (except Permitted Transfers pursuant to the Mortgage), in whole or in part, without the prior written consent of the Authority. During the Qualified Project Period, the Borrower hereby covenants to include a reference to the requirements and restrictions contained in this Regulatory Agreement in any material documents transferring any interest in the Project to another person so that such transferee has notice of, and is bound by, such restrictions, and to obtain the agreement from any transferee to be bound by and comply with the requirements set forth in this Regulatory Agreement. Further, for the Qualified Project Period, the Borrower shall not: (1) encumber any of the Project or grant commercial leases of any part of the Project (excluding the space not financed with the proceeds of the [Note] [Bonds]), or permit the conveyance, transfer or encumbrance of any part of the Project, except for (A) Permitted Encumbrances, or (B) a Transfer in accordance with the terms of this Regulatory Agreement, in each case upon receipt by the Authority of an opinion of Bond Counsel, if deemed necessary by the Authority, to the effect that such action will not adversely affect the Tax-Exempt status of interest on the [Note] [Bonds];
Transfer of the Project. Any sale, conveyance, assignment, pledge, or transfer of all or any part of any Project in the Collateral Pool or any interest therein, voluntarily or involuntarily, whether by operation of law or otherwise, except sales or transfers of items of the Accessories (as defined in the Mortgage) which have become obsolete or worn beyond practical use and which have been replaced by adequate substitutes, owned by the applicable Project Owner, having a value equal to or greater than the replaced items when new. Administrative Agent may, in its sole discretion, waive a default under this paragraph, but it shall have no obligation to do so, and any waiver may be conditioned upon such one or more of the following (if any) which Administrative Agent may require: the grantee's integrity, reputation, character, creditworthiness and management ability being satisfactory to Administrative Agent in its sole judgment and grantee executing, prior to such sale or transfer, a written assumption agreement containing such terms as Administrative Agent may require, a principal paydown on the Loan, an increase in the rate of interest payable under the Loan, a transfer fee, a modification of the term of the Loan, and any other modification of the Loan Documents which Administrative Agent may require.
Transfer of the Project. 2.1. As of the date of this Agreement, A▇▇▇▇ is transferring to Sol-Gel and Sol-Gel is receiving the Project from A▇▇▇▇, including all of the rights and obligations of A▇▇▇▇ which derive from the Project (the “Project Transfer”); and in consideration therefor, Sol-Gel will transfer to A▇▇▇▇ a total payment of NIS 1,675,000, based on an appraisal prepared at the request of the Parties by Prometheus Financial Advisory Ltd., which is attached hereto as Exhibit A.
2.2. For the purpose of the Project Transfer, as described above, the Parties shall sign an Assignment Deed in the form attached hereto as Exhibit B.
Transfer of the Project. (a) On the Transfer Date, the Concessionaire shall transfer and assign to the Authority or its nominated agency, as the case may be, free and clear of any charges, liens and Encumbrances created or suffered by the Concessionaire after the Compliance Date of all the Concessionaire’s right, title and interest in and to the Works/ Project Assets and the Project/Project Land on ‘as is where basis’. The Concessionaire shall also deliver to the Authority or its nominated agency on
Transfer of the Project. With re- spect to owners who seek to transfer the project—
(1) If the transfer preservation rent does not exceed the Federal cost limit, or if the transfer preservation rent ex- ceeds the Federal cost limit and the owner is willing to transfer the project at a price which will result in project rents that, on an aggregate level, do not exceed the Federal cost limit, the owner may file a second notice of in- tent indicating an intention to transfer the project under § 248.157; or
Transfer of the Project. For the Compliance Period, the Owner shall not Transfer the Project, in whole or in part, without the prior written consent of the Governmental Lender, which consent shall not be unreasonably withheld or delayed if the following conditions are satisfied: (A) the receipt by the Governmental Lender of evidence acceptable to the Governmental Lender that (1) the Owner shall not be in default hereunder or under the Loan Agreement, if in effect (which may be evidenced by a Certificate of Continuing Program Compliance), or the transferee undertakes to cure any defaults of the Owner to the reasonable satisfaction of the Governmental Lender; (2) the continued operation of the Project shall comply with the provisions of this Regulatory Agreement; (3) either (a) the transferee or its Manager has at least three years’ experience in the ownership, operation and management of similar size rental housing projects, and at least one year’s experience in the ownership, operation and management of rental housing projects containing below- market-rate units, without any record of material violations of discrimination restrictions or other state or federal laws or regulations or local governmental requirements applicable to such projects, or
Transfer of the Project. For the Compliance Period, except as permitted by the Indenture or the Public Benefit Agreement, the Owner shall not Transfer the Project, in whole or in part, unless the following conditions are satisfied: (A) the receipt by the Owner and the Trustee of evidence acceptable to the Owner and the Trustee that (1) the Owner shall not be in default hereunder, if in effect (which may be evidenced by a Certificate of Continuing Program Compliance), or the transferee reasonably undertakes to cure any defaults of the Owner; (2) the continued operation of the Project shall comply with the provisions of this Regulatory Agreement;