Common use of Transfers and Encumbrances Clause in Contracts

Transfers and Encumbrances. 11.01 The Company will not sell, assign, transfer or otherwise dispose of its Interest, in whole or in part, without the prior written consent of the Province, such consent to be not unreasonably withheld. 11.02 The Province will not unreasonably refuse to consent to a sale, assignment, transfer or disposition under Article 11.01 so long as the purchaser, assignee, transferee, or holder of the Company’s Interest, in the opinion of the Province reasonably arrived at, has the financial capacity and proven management ability and business experience to operate and maintain the Recreation Improvements in accordance with accepted industry standards for similar developments in British Columbia and this Agreement and the purchaser, assignee, transferee or holder of the Company’s interest enters into an assumption agreement with the Province in accordance with Article 11.03. 11.03 Following the consent by the Province to a sale, assignment, transfer or disposition under Article 11.01 and the purchaser, assignee, transferee or holder of the Company’s Interest, as the case may be, executing an assumption agreement, in a form satisfactory to the Province, by which they agree to be bound by all the terms, covenants, obligations and agreements contained in this Agreement, the Company will be released by the Province from same and any Security Bond will be returned to it and any policy of insurance may be cancelled by it on replacement Security Bond and policies of insurance being provided by the purchaser, assignee, transferee or holder of the Company’s interest. 11.04 The Company will not mortgage, pledge, charge or otherwise encumber its Interest without the prior written consent of the Province, which consent the Province will not unreasonably refuse to give so long as the party to whom the Interest, or any part of it, is mortgaged, pledged, charged or otherwise encumbered, will be bound by the terms and conditions of this Agreement and the Interim Tenures and Tenures and, in exercising its remedies, will have no greater rights than the Company.

Transfers and Encumbrances. 11.01 The Company will 15.01 Subject to section 15.04, Whistler shall not sell, assignconvey, transfer transfer, or otherwise dispose of its Interest, in whole Interest or in part, without the prior written consent any tart of the Province, such consent to be not unreasonably withheld. 11.02 The Province will not unreasonably refuse to consent to a sale, assignment, transfer or disposition under Article 11.01 so long as the purchaser, assignee, transferee, or holder of the Company’s Interest, in the opinion of the Province reasonably arrived at, has the financial capacity and proven management ability and business experience to operate and maintain the Recreation Improvements in accordance with accepted industry standards for similar developments in British Columbia and this Agreement and the purchaser, assignee, transferee or holder of the Company’s interest enters into an assumption agreement with the Province in accordance with Article 11.03. 11.03 Following the consent by the Province to a sale, assignment, transfer or disposition under Article 11.01 and the purchaser, assignee, transferee or holder of the Company’s Interest, as the case may be, executing an assumption agreement, in a form satisfactory to the Province, by which they agree to be bound by all the terms, covenants, obligations and agreements contained in this Agreement, the Company will be released by the Province from same and any Security Bond will be returned to it and any policy of insurance may be cancelled by it on replacement Security Bond and policies of insurance being provided by the purchaser, assignee, transferee or holder of the Company’s interest. 11.04 The Company will not mortgage, pledge, charge or otherwise encumber its Interest without the prior written consent of the Province. 15.02 The Province shall not unreasonably refuse to consent to the sale, conveyance, transfer, or disposition under section 15.01 so long as the purchaser, assignee, or transferee, in the opinion of the Province, has the financial capacity and proven management abilities and business experience to develop, operate and maintain the Recreation Improvements in accordance with industry standards for similar developments in British Columbia, this agreement and the Whistler Master Plan. 15.03 Section 15.01 does not apply to a transfer, sale or disposition referred to in section 12.02 or that does not constitute a default under section 12.01 (j) but in such event: (a) Whistler shall give written notice of the transfer, sale or disposition to the Province; (b) this agreement and the Tenures shall be assigned by Whistler to the partnership or limited partnership; and (c) the Province shall consent to the assignments referred to in section 15.03 (b). 15.04 Whistler shall neither assign this agreement or its rights under it nor mortgage, pledge, charge, assign, or otherwise encumber its Interest or any part of it as security for a debt obligation without, in either case, the written consent of the Province which consent the Province will shall not unreasonably refuse to give so long as the party to whom the Interest, Interest or any part of itit is assigned, is mortgaged, pledged, charged or otherwise encumbered, will be bound by the terms and conditions of this Agreement and the Interim Tenures and Tenures andwill, in exercising its remedies, will have no greater rights than the CompanyWhistler.