Assignment by Transfer of Interest Sample Clauses

Assignment by Transfer of Interest. For the purposes of this Article 15, the sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Lessee, or of the interest of any general partner or joint venturer or syndicate member or cotenant, if Lessee is a partnership, limited liability company, joint venture, syndicate or cotenancy, which shall result in changing the control of Lessee, shall be construed as an assignment of this Lease requiring the approval of the Secretary, the Lessor and the Community. Control, for the purposes of this Article, shall mean more than fifty percent (50%) of the voting power of the corporation, or more than fifty percent (50%) of the ownership of a partnership, limited liability company, joint venture, syndicate or cotenancy, except for limited partnerships, in which case a change in ownership of more than fifty percent (50%) of general partnership interest shall constitute a change in control of the limited partnership. Limited partnership interests shall be alienable without restriction. Upon a transfer of less than a controlling interest in Lessee, the identity of the transferee shall be provided to the Lessor, the Community and the Secretary. Notwithstanding the foregoing, no notice shall be required, and there shall not be deemed to be an assignment or transfer pursuant to this Section 15(C), in the event of (1) if Lessee is an individual, devolution by will or otherwise upon death, (2) a transfer to (x) a member or members of the Lessee’s family (or to a trust for their benefit) if Lessee is an individual, or (y) any stockholder, partner, member, joint venturer, or other owner of Lessee, or (z) any co-tenant of Lessee, (3) if Lessee is an individual, a transfer to a personal representative upon Lessee’s death or incompetence or (4) any Preapproved Transferee. Any transfers set forth in these Subsections 15(C) (1), (2), (3) and (4) shall not require the approval of Lessor, SRPMIC or Secretary. D.
Sample 1
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Assignment by Transfer of Interest. For the purposes of this Section 19, until the tenth (10th) anniversary of the Effective Date, (i) a Change in Control of RMCO, LLC, a Delaware limited liability company (“Parent”), or (ii) Tenant ceasing to be a wholly owned subsidiary of Parent, shall be construed as an assignment of this Lease requiring the prior written approval of Landlord in accordance with Section 19(b). Tenant shall submit such information as Landlord may request in connection with Tenant’s request for consent, including, without limitation, financial statements, so that Landlord may evaluate the solvency, financial responsibility and business experience of the proposed assignee. For purposes of this Section only, (A) a “Change in Control” shall mean that Xxxxx Xxxxxxx (or any of his heirs or beneficiaries as designated under his estate plan following his death) ceases to own a “Controlling Interest” (as hereinafter defined) in Parent and (B) a “Controlling Interest” shall mean at least fifty-one percent (51%) of the voting power of a corporation, or at least fifty-one percent (51%) of the ownership of a partnership, limited liability company, joint venture, syndicate or co-tenancy, except that with respect to a limited partnership, a Controlling Interest shall mean more than fifty-one percent (51%) of a general partnership interest. Upon a transfer that does not result in a Change in Control of Parent, the identity of the transferee shall be provided to Landlord. The provisions of this Section 19(c) shall not apply if and for so long as Parent or Tenant has completed an initial public offering under the United States securities laws and its common equity is listed for public trading on a nationally recognized securities exchange. Notwithstanding anything contained in this Lease to the contrary, so long as no Event of Default (as defined in Section 20 below) is then outstanding, Tenant shall have the right, without Landlord’s consent, but upon not less than thirty (30) days’ prior written notice to Landlord together with a copy of the applicable assignment or sublease, to assign this Lease or sublet the entirety of the Premises to an entity that is wholly owned by Tenant provided that any such assignment or sublease shall expressly state that it shall terminate on the date such assignee or subtenant shall cease to be wholly owned by Tenant (an “Affiliate Transfer”); provided, however, that immediately following an assignment which constitutes an Affiliate Transfer, the party succee...
Sample 1

Related to Assignment by Transfer of Interest

  • Transfer of Interest in Agreements The Purchaser has the right to assign its interest under this Agreement, in whole or in part, to the Trustee, as may be required to effect the purposes of the Pooling and Servicing Agreement, without the consent of the Seller, and the assignee shall succeed to the rights and obligations hereunder of the Purchaser. Any expense reasonably incurred by or on behalf of the Purchaser or the Trustee in connection with enforcing any obligations of the Seller under this Agreement will be promptly reimbursed by the Seller.

  • Transfer of Interest The Interest is personal property and may be transferred or assigned, in whole or in part, as permitted by the Equityholders Agreement, in the sole discretion of the Member. Notwithstanding anything to the contrary set forth herein, no Interest in the Company may be issued, transferred or pledged in any manner whatsoever except in compliance with all applicable Gaming Licenses and Gaming Laws, except as contemplated by Section 9.2.

  • Assignment by Members No Member shall sell, assign or transfer, or offer to sell, assign or transfer or otherwise Dispose of all or any part of such Member’s Units or other interests in the Company (whether voluntarily or involuntarily) without the prior written consent of the Majority Members.

  • Assignments and Transfers by Investors The provisions of this Agreement shall be binding upon and inure to the benefit of the Investors and their respective successors and assigns. An Investor may transfer or assign, in whole or from time to time in part, to one or more persons its rights hereunder in connection with the transfer of Registrable Securities by such Investor to such person, provided that such Investor complies with all laws applicable thereto and provides written notice of assignment to the Company promptly after such assignment is effected.

  • Transfer of Interests The Member may sell, assign, pledge, encumber, dispose of or otherwise transfer all or any part of the economic or other rights that comprise its Interest. The transferee shall have the right to be substituted for the Member under this Agreement for the transferor if so determined by the Member. No Member may withdraw or resign as Member except as a result of a transfer pursuant to this Section 7 in which the transferee is substituted for the Member. None of the events described in Section 18-304 of the Act shall cause the Member to cease to be a Member of the Company.

  • Assignment by Owner 51 Section 12.11

  • Limitation on Resignation and Assignment by Company The Purchaser has entered into this Agreement with the Company and subsequent Purchasers will purchase the Mortgage Loans in reliance upon the independent status of the Company, and the representations as to the adequacy of its servicing facilities, plant, personnel, records and procedures, its integrity, reputation and financial standing, and the continuance thereof. Therefore, the Company shall neither assign this Agreement or the servicing hereunder or delegate its rights or duties hereunder or any portion hereof (to other than a Subservicer) or sell or otherwise dispose of all or substantially all of its property or assets without the prior written consent of the Purchaser, which consent shall be granted or withheld in the sole discretion of the Purchaser; provided, however, notwithstanding any of the foregoing or any other provision in this Agreement, the Company may assign its right and obligations hereunder to Servicing LP or any entity that is directly or indirectly owned or controlled by the Company and the Company guarantees the performance by Servicing LP or such entity of all obligations hereunder. The Company shall not resign from the obligations and duties hereby imposed on it except by mutual consent of the Company and the Purchaser or upon the determination that its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Company. Any such determination permitting the resignation of the Company shall be evidenced by an Opinion of Counsel to such effect delivered to the Purchaser which Opinion of Counsel shall be in form and substance acceptable to the Purchaser. No such resignation shall become effective until a successor shall have assumed the Company's responsibilities and obligations hereunder in the manner provided in Section 12.01. Without in any way limiting the generality of this Section 9.04, in the event that the Company either shall assign this Agreement or the servicing responsibilities hereunder or delegate its duties hereunder or any portion thereof (to other than a Subservicer) or sell or otherwise dispose of all or substantially all of its property or assets, without the prior written consent of the Purchaser, then the Purchaser shall have the right to terminate this Agreement upon notice given as set forth in Section 10.01, without any payment of any penalty or damages and without any liability whatsoever to the Company or any third party.

  • Certificate and Transfer of Interest 8 SECTION 3.1. Initial Ownership..................................................... 8 SECTION 3.2. The Certificate....................................................... 8 SECTION 3.3. Authentication of Certificate......................................... 8 SECTION 3.4. Registration of Transfer and Exchange of Certificate.................. 9 SECTION 3.5. Mutilated, Destroyed, Lost or Stolen Certificates..................... 9 SECTION 3.6.

  • Transfer of Note Each provision of this Note shall be and ---------------- remain in full force and effect notwithstanding any negotiation or transfer hereof and any interest herein to any other Holder or participant.

  • Limitation on Resignation and Assignment by Servicer The Owner has entered into this Agreement with the Servicer and subsequent Owners will purchase the Mortgage Loans in reliance upon the independent status of the Servicer, and the representations as to the adequacy of its servicing facilities, plant, personnel, records and procedures, its integrity, reputation and financial standing, and the continuance thereof. Therefore, the Servicer shall neither assign this Agreement or the servicing hereunder or delegate its rights or duties hereunder or any portion hereof (to other than a third party in the case of outsourcing routine tasks such as taxes, insurance and property inspection, in which case the Servicer shall be fully liable for such tasks as if the Servicer performed them itself) or sell or otherwise dispose of all or substantially all of its property or assets without the prior written consent of the Owner, which consent shall be granted or withheld in the reasonable discretion of the Owner, provided, however, that the Servicer may assign its rights and obligations hereunder without prior written consent of the Owner to any entity that is directly owned or controlled by the Servicer, and the Servicer guarantees the performance of such entity hereunder. In the event of such assignment by the Servicer, the Servicer shall provide the Owner with a written statement guaranteeing the successor entity's performance of the Servicer's obligations under the Agreement. The Servicer shall not resign from the obligations and duties hereby imposed on it except by mutual consent of the Servicer and the Owner or upon the determination that its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Servicer. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Owner which Opinion of Counsel shall be in form and substance acceptable to the Owner. No such resignation shall become effective until a successor shall have assumed the Servicer's responsibilities and obligations hereunder in the manner provided in Section 10.01. Without in any way limiting the generality of this Section 8.03, in the event that the Servicer either shall assign this Agreement or the servicing responsibilities hereunder or delegate its duties hereunder or any portion thereof (to other than a third party in the case of outsourcing routine tasks such as taxes, insurance and property inspection, in which case the Servicer shall be fully liable for such tasks as if the Servicer performed them itself) or sell or otherwise dispose of all or substantially all of its property or assets, without the prior written consent of the Owner, then the Owner shall have the right to terminate this Agreement upon notice given as set forth in Section 9.01 without any payment of any penalty or damages and without any liability whatsoever to the Servicer or any third party.

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