Assignment by Operator Clause Samples

Assignment by Operator. Operator, in its sole discretion, shall have the right to assign this Agreement to any Affiliate of Operator or to any successor or assignee of Operator resulting from any merger, consolidation or reorganization, or to another corporation which shall acquire all or substantially all of the business and assets of Operator. Operator will give prompt notice to Owner of any such assignment. Operator may, with the consent of Owner not to be unreasonable delayed or withheld, assign this Agreement to any non- Affiliate. Except in the case of an assignment to an Affiliate of Operator, Operator shall be released of all of its covenants and liabilities hereunder, other than liabilities that have accrued prior to the date of the delivery of notice to Owner. ​

Assignment by Operator. Operator shall have the right, at any time, to assign all or any part of its rights hereunder, to an affiliated Company or a third party provided that Operator shall remain fully liable and responsible to Contractor to complete performance of all its obligations imposed by this Agreement. (BL/03/30 dated 20.04.2014)

Assignment by Operator. This Agreement may not be assigned by Operator without the prior written consent of Owner, and such consent shall not be unreasonably withheld or delayed. In the case of assignment to an Affiliate of Operator, such consent shall not be required.

Assignment by Operator. Operator shall not sell, transfer or assign (collectively, an “Assignment”) the Agreement or any interest therein, without the prior written consent of Subscriber, which shall not be unreasonably withheld. Operator shall provide Subscriber with such information concerning the proposed transferee (including any person or entity liable for the performance of the terms and conditions of this Agreement) as may be reasonably requested by Subscriber. Operator’s request for Subscriber’s consent to any assignment must be in writing and provided to Subscriber at least 10 business days before the proposed effective date of the assignment. Operator shall include with such request contact information for the assignee. Notwithstanding the forgoing, Operator may, without the consent of Subscriber, (1) transfer, pledge or assign all or substantially all of its rights and obligations hereunder to a Financing Party as security for any financing and/or sale-leaseback transaction or to an affiliated special purpose entity created for the financing or tax credit purposes related to System, (2) after the Commercial Operation Date, transfer or assign this Agreement to any person or entity succeeding to all or substantially all of the assets of Operator, (3) assign this Agreement to one or more affiliates, provided that prior to the assignment Operator provides a copy of the fully executed interconnection agreement between Xcel and the affiliate; or (4) assign its rights under this Agreement to a successor entity in a merger or acquisition transaction; provided, however, that any assignee under clauses (2)-(4) shall agree to be bound by the terms and conditions hereof. Subscriber agrees to provide acknowledgments, consents or certifications reasonably requested by any Financing Party in conjunction with any financing of the System. In the event that Operator identifies such secured Financing Party, then Subscriber shall comply with the provisions set forth in Exhibit B to this Agreement. Any Financing Party shall be an intended third-party beneficiary of this Section 12.1. Operator agrees to provide notice of any assignment permitted by this section and documentation, as applicable, to the Subscriber as soon as reasonably practicable, and in no event before Operator requests payment or has other claims or requests of Subscriber pursuant to this Section 12.1.

Assignment by Operator. 35.1 Operator has the same right to assign this Agreement, including the rights, benefits and obligations of Operator hereunder, as Operator has to assign the Program Agreement. If a Recognized Lender or its designee succeeds to Operator’s interest under the Program Agreement in accordance with the terms thereof, such Recognized Lender or its designee shall automatically succeed to Operator’s interest under this Agreement. This Agreement shall be binding upon and inure to the benefit of the Operator named herein and the respective permitted successors and assigns of the Operator named herein.

Assignment by Operator. 27.1 The Operator shall be entitled to assign this Agreement to any person or company who will be the operator of the Village ("the Assignee") subject to prior consultation with the Residents of the Village and obtaining the prior written approval of the Statutory Supervisor. 27.2 The Licensee and the Resident promise the Assignee that the Licensee and the Resident will observe and perform this Agreement. 27.3 The Operator promises the Licensee and the Resident that it will ensure that the Assignee agrees to observe and perform this Agreement.

Assignment by Operator. Operator shall not assign its rights and obligations under this Agreement without the approval of Owner. After an assignment of this Agreement following receipt of approval for any assignment as provided for in the preceding sentence, Operator's liability hereunder shall terminate for any of its obligations on the date of such assignment.

Assignment by Operator. Except as expressly provided in this Section 22.1, Operator shall not cause, permit or suffer an assignment of this Agreement without the prior written consent of Owner. Any assignment by Operator in violation of the terms of this Section 22.1 shall be void and of no force or effect as between the parties. Notwithstanding the foregoing, so long as no Operator Event of Default has occurred and is continuing Operator shall have the right, without Owner’s consent, to effect an assignment to (i) an Affiliate of Operator in connection with a corporate restructuring, consolidation, or reorganization in which all or substantially all of the business and assets of the hotel management operations of Operator are transferred to such Affiliate, or (ii) any person that acquires, whether by merger, stock sale, consolidation, reorganization or purchase of assets or ownership interests, all or substantially all of the business and assets of the hotel management operations of Operator relating to the System Hotels. In the event of such assignment, the assignee shall assume and agree to be bound by all of the terms and provisions of this Agreement. Notwithstanding anything herein to the contrary, Operator may, without Owner’s consent, assign or grant security interests in or to its right to receive Services Fees hereunder as security for any monetary obligations of Operator or its Affiliates.

Assignment by Operator. Operator shall not sell, transfer or assign (collectively, an “Assignment”) the Agreement or any interest therein, without the prior written consent of Subscriber, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that, without the prior consent of Subscriber, Operator may (i) assign this Agreement to an Affiliate of Operator; or (ii) assign this Agreement as collateral security in connection with any financing of the System (including pursuant to a sale-leaseback transaction). In the event that Operator identifies such secured Financing Party in Schedule 5 of the applicable Special Conditions, or in a subsequent notice to Subscriber, then Subscriber shall comply with the provisions set forth in Exhibit B of these General Terms and Conditions. Any Financing Party shall be an intended third-party beneficiary of this Section 13.1. Any assignment by Operator without any required prior written consent of Subscriber shall not release Subscriber of its obligations hereunder.