Common use of Assignment by Tenant without Consent Clause in Contracts

Assignment by Tenant without Consent. 11.1.2.1 Notwithstanding the provisions of Section 11.1.1, Tenant (and/or Leasehold Lender under a Leasehold Financing) shall have the right, without Manager’s or Lease Guarantor’s or Landlord’s consent, to effect or permit an Assignment (or deemed Assignment) of this Agreement by Tenant in connection with any applicable Lease Foreclosure Transaction that is made as expressly permitted by, and strictly in accordance with, Section 22.2(i) of the Lease; provided that the conditions described in Section 11.1.3 and all applicable provisions of the Lease are satisfied in connection with such Assignment or Transfer of Ownership Interests. 11.1.2.2 Notwithstanding the provisions of Section 11.1.1, Tenant shall have the right, without Manager’s, Lease Guarantor’s or Landlord’s consent, to effect or permit an Assignment of this Agreement to an Affiliate of Tenant or to CEC or an Affiliate of CEC; provided that the conditions described in Section 11.1.3 and any applicable provisions of the Lease are satisfied in connection with such Assignment. 11.1.2.3 Notwithstanding the provisions of Section 11.1.1, Tenant shall have the right, without Manager’s, Lease Guarantor’s or Landlord’s consent, to effect or permit a Transfer of Ownership Interests in Tenant to the extent such Transfer of Ownership Interests is expressly permitted by (and made in accordance with) Section 22.2(iii), Section 22.2(iv) or Section 22.2(v) of the Lease and any such other applicable provisions of the Lease. 11.1.2.4 Notwithstanding the provisions of Section 11.1.1, Tenant shall have the right, without Manager’s, Lease Guarantor’s or Landlord’s consent, to effect entry into a Sublease or Booking (as each such term is defined in the Lease) that is expressly permitted by (and made in accordance with) Section 22.3 and Section 22.7, as applicable, of the Lease or a lien or other encumbrance expressly permitted by (and made in accordance with) Article XI or Article XVII of the Lease and/or Section 13.1.1 of this Agreement (it being understood, for the avoidance of doubt, that none of the foregoing shall result in Tenant being released from this Agreement or any of the other Lease/MLSA Related Agreements). 11.1.2.5 Notwithstanding anything otherwise set forth in this Agreement, any Assignment (including any deemed Assignment) or any Transfer of Ownership Interests (whether or not Manager’s, Lease Guarantor’s or Landlord’s consent is required or granted) pursuant to this Section 11.1 or otherwise shall not result in the termination, release, reduction or limitation of any of Lease Guarantor’s obligations or liabilities under this Agreement, it being understood that all of Lease Guarantor’s obligations and liabilities in respect of the Lease Guaranty shall continue unabated and in full force and effect in accordance with the terms of this Agreement, notwithstanding any such Assignment (including any deemed Assignment) or Transfer of Ownership Interests, and shall not terminate or be released or reduced in any respect, except solely if and to the extent expressly provided in Section 17.3.5.

Assignment by Tenant without Consent. 11.1.2.1 Notwithstanding the provisions of Section 11.1.1, Tenant (and/or Leasehold Lender under a Leasehold Financing) shall have the right, without Manager’s or Lease Guarantor’s or Landlord’s consent, to effect or permit an Assignment (or deemed Assignment) of this Agreement by Tenant in connection with any applicable Lease Foreclosure Transaction that is made as expressly permitted by, and strictly in accordance with, Section 22.2(i) of the Lease; provided that the conditions described in Section 11.1.3 and all applicable provisions of the Lease are satisfied in connection with such Assignment or Transfer of Ownership Interests. 11.1.2.2 Notwithstanding the provisions of Section 11.1.1, Tenant shall have the right, without Manager’s, Lease Guarantor’s or Landlord’s consent, to effect or permit an Assignment of this Agreement to an Affiliate of Tenant or to CEC or an Affiliate of CEC; provided that the conditions described in Section 11.1.3 and any applicable provisions of the Lease are satisfied in connection with such Assignment. 11.1.2.3 Notwithstanding the provisions of Section 11.1.1, Tenant shall have the right, without Manager’s, Lease Guarantor’s or Landlord’s consent, to effect or permit a Transfer of Ownership Interests in Tenant to the extent such Transfer of Ownership Interests is expressly permitted by (and made in accordance with) Section 22.2(iii), Section 22.2(iv) or Section 22.2(v) of the Lease and any such other applicable provisions of the Lease. 11.1.2.4 Notwithstanding the provisions of Section 11.1.1, Tenant shall have the right, without Manager’s, Lease Guarantor’s or Landlord’s consent, to effect entry into a Permitted Facility Sublease, Sublease or Booking (as each such term is defined in the Lease) that is expressly permitted by (and made in accordance with) Section 22.3 and Section 22.7, as applicable, of the Lease or a lien or other encumbrance expressly permitted by (and made in accordance with) Article XI or Article XVII of the Lease and/or Section 13.1.1 of this Agreement (it being understood, for the avoidance of doubt, that none of the foregoing shall result in Tenant being released from this Agreement or any of the other Lease/MLSA Related Agreements). 11.1.2.5 Notwithstanding anything otherwise set forth in this Agreement, any Assignment (including any deemed Assignment) or any Transfer of Ownership Interests (whether or not Manager’s, Lease Guarantor’s or Landlord’s consent is required or granted) pursuant to this Section 11.1 or otherwise shall not result in the termination, release, reduction or limitation of any of Lease Guarantor’s obligations or liabilities under this Agreement, it being understood that all of Lease Guarantor’s obligations and liabilities in respect of the Lease Guaranty shall continue unabated and in full force and effect in accordance with the terms of this Agreement, notwithstanding any such Assignment (including any deemed Assignment) or Transfer of Ownership Interests, and shall not terminate or be released or reduced in any respect, except solely if and to the extent expressly provided in Section 17.3.5.

Assignment by Tenant without Consent. 11.1.2.1 Notwithstanding the provisions of Section 11.1.1, Tenant (and/or Leasehold Lender under a Leasehold Financing) shall have the right, without Manager’s or Lease Guarantor’s or Landlord’s consent, to effect or permit an Assignment (or deemed Assignment) of this Agreement by Tenant in connection with any applicable Lease Foreclosure Transaction that is made as expressly permitted by, and strictly in accordance with, Section 22.2(i) of the Master Lease; provided that the conditions described in Section 11.1.3 and all applicable provisions of the Master Lease are satisfied in connection with such Assignment or Transfer of Ownership Interests. 11.1.2.2 Notwithstanding the provisions of Section 11.1.1, Tenant shall have the right, without Manager’s, Lease Guarantor’s or Landlord’s consent, to effect or permit an Assignment of this Agreement to an Affiliate of Tenant or to CEC or an Affiliate of CEC; provided that the conditions described in Section 11.1.3 and any applicable provisions of the Master Lease are satisfied in connection with such Assignment. 11.1.2.3 Notwithstanding the provisions of Section 11.1.1, Tenant shall have the right, without Manager’s, Lease Guarantor’s or Landlord’s consent, to effect or permit a Transfer of Ownership Interests in Tenant to the extent such Transfer of Ownership Interests is expressly permitted by (and made in accordance with) Section 22.2(iii), Section 22.2(iv) or Section 22.2(v) of the Master Lease and any such other applicable provisions of the Master Lease. 11.1.2.4 Notwithstanding the provisions of Section 11.1.1, Tenant shall have the right, without Manager’s, Lease Guarantor’s or Landlord’s consent, to effect entry into a Sublease or Booking (as each such term is defined in the Master Lease) that is expressly permitted by (and made in accordance with) Section 22.3 and Section 22.7, as applicable, of the Master Lease or a lien or other encumbrance expressly permitted by (and made in accordance with) Article XI or Article XVII of the Master Lease and/or Section 13.1.1 of this Agreement (it being understood, for the avoidance of doubt, that none of the foregoing shall result in Tenant being released from this Agreement or any of the other Lease/MLSA Related Agreements). 11.1.2.5 Notwithstanding anything otherwise set forth in this Agreement, any Assignment (including any deemed Assignment) or any Transfer of Ownership Interests (whether or not Manager’s, Lease Guarantor’s or Landlord’s consent is required or granted) pursuant to this Section 11.1 or otherwise shall not result in the termination, release, reduction or limitation of any of Lease Guarantor’s obligations or liabilities under this Agreement, it being understood that all of Lease Guarantor’s obligations and liabilities in respect of the Lease Guaranty shall continue unabated and in full force and effect in accordance with the terms of this Agreement, notwithstanding any such Assignment (including any deemed Assignment) or Transfer of Ownership Interests, and shall not terminate or be released or reduced in any respect, except solely if and to the extent expressly provided in Section 17.3.5.