Assignment by the Manager. This Agreement shall terminate automatically in the event that the Manager assigns all or any part of this Agreement (including, without limitation, any transfer or assignment by operation of law), unless such assignment is consented to in advance in writing by the REIT. In the event an assignment by the Manager is consented to by the REIT, in accordance with this Section 13.1, such assignment shall bind the assignee under this Agreement in the same manner as the Manager is bound, and the Manager shall be released from all of its obligations, duties and responsibilities under this Agreement and all liability therefore and in respect hereof accruing on or after that date. In addition, the assignee shall execute and deliver to the REIT a counterpart of this Agreement naming such assignee as Manager, and the REIT shall deliver to the assigning Manager a duly executed instrument evidencing the release of the assigning Manager from such obligations, duties and responsibilities as aforesaid.
Assignment by the Manager. This Agreement shall terminate automatically in the event that the Manager assigns all or any part of this Agreement (including, without limitation, any transfer or assignment by operation of law), unless such assignment is consented to in advance in writing by the REIT, including, if and when any of the stock of the REIT becomes publicly traded, the Board of Directors. In the event an assignment by the Manager is consented to by the REIT, including, if and when any of the stock of the REIT becomes publicly traded, the Board of Directors in accordance with this Section 13.1, such assignment shall bind the assignee under this Agreement in the same manner as the Manager is bound, and the Manager shall be released from all of its obligations, duties and responsibilities under this Agreement and all liability therefore and in respect hereof accruing on or after that date. In addition, the assignee shall execute and deliver to the REIT a counterpart of this Agreement naming such assignee as Manager, and the REIT shall deliver to the assigning Manager a duly executed instrument evidencing the release of the assigning Manager from such obligations, duties and responsibilities as aforesaid. Notwithstanding the provisions of Section 10.2.1, or any other provision of this Agreement to the contrary, in the event that the REIT terminates this Agreement, whether for Cause or without Cause, following its assignment by the Manager to a successor Manager, the REIT shall not have any payment obligations to such successor Manager other than to pay unpaid reimbursable costs and expenses pursuant to Section 10.4.1(i) and earned but unpaid Base Management Fee payments pursuant to Section 10.4.1(ii)(a).
Assignment by the Manager. The Manager's Interest in the Company may be assigned at the discretion of the Manager, subject to Section 10.1.
Assignment by the Manager. This Agreement shall terminate automatically in the event of its assignment, in whole or in part, by the Manager, unless such assignment is consented to in writing by the Service Recipients with the consent of a majority of the Independent Directors. Any such permitted assignment shall bind the assignee under this Agreement in the same manner as the Manager is bound, and the Manager shall be liable to the Service Recipients for all acts or omissions of the assignee under any such assignment. In addition, the assignee shall execute and deliver to the Service Recipients a counterpart of this Agreement naming such assignee as the Manager. Notwithstanding the foregoing, the Manager may, without the approval of the Independent Directors, (i) assign this Agreement to an Affiliate of the Manager and (ii) delegate to one or more of its Affiliates the performance of any of its responsibilities hereunder so long as it remains liable for any such Affiliate’s performance, in each case so long as assignment or delegation does not require the Service Recipients’ approval under the Investment Company Act (but if such approval is required, the Service Recipients shall not unreasonably withhold, condition or delay their consent). Nothing contained in this Agreement shall preclude any pledge, hypothecation or other transfer of any amounts payable to the Manager under this Agreement.
Assignment by the Manager. Other than transfers and assignments by operation of law (including transfers in connection with a change of control of the Manager), this Agreement shall terminate automatically in the event that the Manager assigns this Agreement, unless such assignment is consented to in advance in writing by the Company with the consent of
Assignment by the Manager. The Manager may, without the Owner’s consent, assign its interest in this Agreement to (i) an affiliate of the Manager, provided that the Restaurant continues to be operated as a Shells restaurant and the Manager continues to remain fully liable under this Agreement; or (ii) a successor of the Manager that may result from a merger, reorganization, consolidation or acquisition, provided that the surviving or acquiring entity acquires all or substantially all of the assets of the Manager relating to the Shells restaurants owned and/or managed by the Manager; otherwise the Manager shall not assign all or any part of its interest in this Agreement to any person without the prior written consent of the Owner. The Manager shall furnish the Owner with any information regarding the proposed assignee that is reasonably requested by the Owner.
Assignment by the Manager. (a) Except as set forth in Section 15.1(b), the Manager shall not assign this Agreement in whole or in part without the prior written consent of a majority of the Independent Directors; provided, however, that for so long as the Company and the Manager are Affiliates, no such consent shall be required in the case of an assignment by the Manager to an entity whose day-to-day business and operations are managed and supervised by an Affiliate of the Manager. Any such permitted assignment shall bind the assignee under this Agreement in the same manner as the Manager is bound, and the Manager shall be liable to the Company for all errors or omissions of the assignee under any such assignment. In addition, the assignee shall execute and deliver to the Company a counterpart of this Agreement naming such assignee as Manager.
Assignment by the Manager. The Manager may, without the Owner's consent, assign its interest in this Agreement to an Affiliate (as defined below) of the Manager, provided that the Restaurants continue to be operated as "Shells" restaurants and the Manager continues to remain fully liable under this Agreement. Other than as set forth in the immediately preceding sentence, the Manager shall not assign all or any part of its interest in, or delegate its obligations under, this Agreement to any person without the express prior written consent of the Owner. The Manager shall furnish the Owner with any information regarding the proposed assignee that is reasonably requested by the Owner. In addition, the Owner's consent to the assignment of this Agreement shall be required if there is a change in control of the Manager, other than through a public offering of the Manager's common stock. In a case in which the Owner's consent to an assignment is required, the Owner shall not unreasonably withhold its consent to the Manager's transfer of its interest in this Agreement.
Assignment by the Manager. This Agreement shall terminate automatically in the event that the Manager assigns all or any part of this Agreement (including, without limitation, any transfer or assignment by operation of law), unless such assignment is consented to in advance in writing by the Company with the consent of the Board of Directors. In the event an assignment by the Manager is consented to by the Company in accordance with this Section 13.1, in the sole discretion of the Board of Directors, such assignment shall bind the assignee under this Agreement in the same manner as the Manager is bound, and the Manager shall be released from all of its obligations, duties and responsibilities under this Agreement (other than the obligation set forth in Sections 3.1 and 10.3 with respect to the sponsorship of a competitive REIT) and all liability therefore and in respect hereof accruing after that date. In addition, the assignee shall execute and deliver to the Company a counterpart of this Agreement naming such assignee as Manager. In the event that the Company terminates this Agreement following its assignment by the Manager, the Company shall not have any payment obligations to the successor Manager other than to pay unpaid reimbursable costs and expenses permitted under the Agreement and earned and unpaid Base Management Compensation and Incentive Management Compensation payments.
Assignment by the Manager. (a) The Manager shall not undertake or permit an Assignment without the prior written approval of The City, which approval: (i) shall not be unreasonably withheld or delayed by The City if the proposed assignee or its affiliate has been approved by the National Hockey League as the successor owner of a National Hockey League franchise to be operated in The City of Calgary and evidence of such approval has been provided to The City by the Manager concurrently with any such request for approval from The City; and (ii) in all other instances, may be withheld or conditioned by The City in its sole discretion; and any such purported Assignment undertaken without the prior written approval of The City shall be void and of no effect. In no event shall any Assignment to which The City consented constitute a release or otherwise relieve the Manager from the performance of the terms, covenants and conditions herein on its part contained to be observed and performed throughout the Term. Any permitted Assignment shall be subject to the Party effecting the Assignment (the “Transferor”) executing and causing the assignee, grantee or transferee of the Assignment, as the case may be (the “Transferee”) to promptly: (i) execute an assumption agreement in favour of the other Party (in form satisfactory to the other Party, acting reasonably), whereby the Transferee agrees, inter alia: (A) to be bound by all of the terms, covenants and conditions contained in this Agreement as if such Transferee had originally executed this Agreement; (B) to pay all amounts required to be paid by the Transferor hereunder; and (C) notwithstanding the Assignment, the Transferor shall be jointly and severally liable with the Transferee under this Agreement and shall not be released from performing any of the terms, covenants and conditions of this Agreement (unless the other Party consents to such release in writing); and (ii) grant a general security agreement in favour of The City in substantially the same form as the Manager GSA.
