Assignment by Developer Sample Clauses

Assignment by Developer. Developer may assign its right, title and interest in this Facilities Lease, in whole or in part to one or more assignees, only after the written consent of District, which District will not unreasonably withhold. No assignment shall be effective against the District unless and until the District has consented in writing. Notwithstanding anything to the contrary contained in this Facilities Lease, no consent from the District shall be required in connection with any assignment by Developer to a lender for purposes of financing the Project as long as there are not additional costs to the District.

Assignment by Developer. Developer may sell or transfer its rights and obligations under this Agreement only upon approval and written consent by the Board, as evidenced by Board Resolution, when a qualified purchaser or assignee specifically agrees to assume all of the obligations of the Developer under this Agreement. Any participating taxing entities must acquiesce to such assignment in writing prior to any assignment.

Assignment by Developer. Subject to Section 16.5 hereof, this Agreement is not assignable without written consent by the Board, as evidenced by Board Resolution, nor without written consent of City, as evidenced by the passage of a City Ordinance approving such assignment. This Agreement shall only be assigned after a qualified purchaser or assignee specifically agrees to assume all of the obligations of the Developer under this Agreement. Any other attempt to assign the Agreement shall not relieve Developer from liability under this Agreement and shall not release Developer from performing any of the terms, covenants and conditions herein. Developer shall be held responsible for all funds received under this Agreement.

Assignment by Developer. (a) Any Developer shall have the sole and absolute right to assign any interest it acquires pursuant to this Agreement. Such assignment may be made with or without notice to Operator; provided, however, until such time as Operator has received written notice and copies of such assignment, it may deal solely with such Developer and need not recognize any party claiming through or under such Developer. (b) If the interest of any Developer is subsequently divided among and owned by co-owners, Operator may, at its discretion, require such co-owners to appoint a single trustee or agent with full authority to receive notices, reports, and distribution of the proceeds of production; to approve expenditures; to receive ▇▇▇▇▇▇▇▇ for and approve and pay all costs, expenses and liabilities incurred hereunder; to exercise any rights granted to such co-owners hereunder; to grant any approvals or author-izations required or contemplated; and to deal generally with, and with power to bind, such co-owners with respect to all activities and operations contemplated by this Agreement; provided, however, that each such co-owner shall continue to have the right to enter into all contracts for sale of their respective share of oil and gas produced from the ▇▇▇▇▇ covered by this Agreement.

Assignment by Developer. Developer shall not assign this Agreement or any rights and obligations hereunder without the prior written approval of LAUSD, which approval may be denied or conditioned in LAUSD’s sole and absolute discretion. Notwithstanding anything to the contrary contained in this Agreement, the Augmentation Grant Award is personal to the Developer and is not transferrable in connection with any assignment of this Agreement.

Assignment by Developer. (a) Developer shall not voluntarily or involuntarily sell, assign, convey, transfer, pledge, mortgage or otherwise encumber its interests in this Lease or the Premises except to the extent specifically permitted under Article 21 of the Agreement. (b) Developer shall not sublease or grant any other special occupancy or use of the Premises to any other Person except to the extent specifically permitted under Article 21 of the Agreement. (c) Developer shall not voluntarily or involuntarily cause, permit or suffer any Change of Control except to the extent specifically permitted under Article 21 of the Agreement.

Assignment by Developer. (a) Developer may, without the prior written consent of the City, (i) assign, mortgage, pledge or otherwise collaterally assign its interests in this Lease Agreement to any Financing Party, (ii) directly or indirectly assign this Lease Agreement to an affiliate of Developer, (iii) assign this Lease Agreement to any entity through which Developer is obtaining financing or capital for the Renewable Generating Facility and (iv) assign this Lease Agreement to any person succeeding to all or substantially all of the assets of Developer (provided that Developer shall be released from liability hereunder as a result of any of the foregoing permitted assignments only upon assumption of Developer’s obligations hereunder by the assignee). The City’s consent to any other assignment shall not be unreasonably withheld if the City has been provided with reasonable proof that the proposed assignee (x) has comparable experience in operating and maintaining photovoltaic solar systems comparable to the Renewable Generating Facility and providing services comparable to those contemplated by this Lease Agreement and (y) has the financial capability to maintain the Renewable Generating Facility and provide the services contemplated by this Lease Agreement in the manner required by this Lease Agreement. This Lease Agreement shall be binding on and inure to the benefit of the successors and permitted assignees. (b) The Parties acknowledge that Developer may obtain construction and long-term financing or other credit support from lenders or third parties (including tax equity or similar investors) (“Financing Parties”) in connection with the installation, construction, ownership, operation and maintenance of the Renewable Generating Facility. Both Parties agree in good faith to consider and to negotiate changes or additions to this Lease Agreement that may be reasonably requested by the Financing Parties; provided, that such changes do not alter the fundamental economic terms of this Lease Agreement. The Parties also agree that Developer may assign this Lease Agreement to the Financing Parties as collateral, and in connection with any such assignment, the City agrees to execute a consent to assignment in customary form and reasonably acceptable to the Financing Parties.

Assignment by Developer. (a) Except as otherwise provided for herein, Developer may not sell, convey, assign or otherwise transfer or dispose of any or all of the Project or the Project Site or any of its rights, interests, duties or obligations under this Agreement prior to the Completion Date, without the prior written consent of the Agency, which consent the Agency shall not unreasonably withhold or delay.‌ (b) If the Agency does not object to any such proposed sale, conveyance, assignment, transfer or disposition by written notice of such objection delivered to Developer within thirty (30) days after receipt from Developer of a written request for approval thereof. The proposed sale, conveyance, assignment, transfer or disposition shall be deemed consented to and approved by the Agency as of the expiration of such thirty (30) day period. 2. A sale, conveyance, assignment, transfer or disposition by Developer, in the Project or Project Site or any of its rights, interests, duties or obligations under this Agreement to a joint venture, limited liability company or entity, general partnership or limited partnership in which Developer, or any of the principals or members of Developer that own at least 50% of the issued and outstanding membership units of the Developer, is a partner or member shall not constitute a sale, conveyance, assignment, transfer or disposition which requires the Agency’s approval pursuant to Subsection 13.1.1 above before becoming effective. In the case of such a sale, conveyance, assignment, transfer or disposition, Developer shall give written notice thereof to the Agency of the occurrence of such sale, conveyance, assignment, transfer or disposition. 3. Notwithstanding anything in Subsection 13.1.1, Developer may mortgage or encumber its interest in the Project or the Project Site, or any part thereof, to any mortgagee without any prior consent or approval by the Agency being necessary or required. The Developer may collaterally assign this Agreement to a lender for security for financing for the Project or Project Site. 4. Notwithstanding anything in Subsection 13.1.1, Developer may transfer its interest in the Project or the Project Site and/or assign its rights hereunder after the Completion Date.

Assignment by Developer. VII.3.1 This Agreement has been entered into by Company in reliance upon and in consideration of the individual or collective character, reputation, skill, attitude, business ability, and financial capacity of Developer or, if applicable, its shareholders, members or partners who will actively and substantially participate in the development, ownership and operation of the Coffeehouses. Therefore, neither Developer's interest in this Agreement nor any of its rights or privileges shall be assigned or transferred, voluntarily or involuntarily, in whole or in part, by operation of law or otherwise, in any manner (an "Assignment"), without the prior written consent of Company (which it may grant or withhold in its sole and absolute discretion). VII.3.2 If Developer is a Business Entity, each of the following shall be deemed to be an Assignment of this Agreement: (i) the transfer of fifty percent (50%) or more in the aggregate, whether in one or more transactions, of the capital stock, membership interests or voting power of Developer, by operation of law or otherwise; (ii) the issuance of any securities by Developer which itself or in combination with any other transaction(s) results in the shareholders, members or partners existing as of the Effective Date, as applicable, owning fifty percent (50%) or less of the outstanding shares, membership interests or voting power of Developer as constituted as of the date hereof; (iii) if Developer is a Partnership, the withdrawal, death or legal incapacity of a general partner or limited partner owning fifty percent (50%) or more of the voting power, property, profits or losses, or partnership interests of the Partnership (each of which is referred to hereinafter as a "Partnership Right"), or the admission of any additional general partner or the transfer by any general partner of any of its Partnership Rights in the Partnership; (iv) the death or legal incapacity of any shareholder, member or partner owning fifty percent (50%) or more of the capital stock, voting power, or Partnership Rights of Developer; and (v) any merger, stock redemption, consolidation, reorganization or recapitalization involving Developer, or the amendment of the articles, bylaws or operating agreement of Developer so as to transfer control of the Developer to a person or Business Entity other than Developer. VII.3.3 Developer shall not in any event have the right to pledge, encumber, hypothecate or otherwise give any third party a security inte...