Consent of City. The City (in its capacity as an existing party under the POA), effective from and after the date hereof, hereby consents to the assignment of all the Assignor’s right, interest, obligations and liabilities in, to and under the POA, and accepts in full satisfaction the Assignee as a party to the POA in substitution for the Assignor.
Consent of City. Whenever consent, approval or direction by the City is required, all such consent, approval or direction shall be received in writing from the City Administrator.
Consent of City. Consent of the City to any act or matter must be in writing and shall apply only with respect to the particular act or matter to which such consent is given and shall not relieve the Developer from the obligation wherever required under this Ground Lease to obtain the consent of the City to any other act or matter. If the Developer requests the City’s consent or approval and the City fails or refuses to give such consent or approval, the Developer shall not be entitled to any damages for any withholding by the City of its consent or approval, it being intended that the Developer’s sole remedy shall be an action for specific performance or injunction, and that such remedy shall be available only in those cases where the City has expressly agreed in writing not to unreasonably withhold or delay its consent or where as a matter of law the City may not unreasonably withhold its consent.
Consent of City. The City consents to the transfer described in this Article 2 based on the evidence provided below, which indicates that Assignee is able to fully perform all obligations that may and will exist under the Agreement. All the evidence is attached to this Assignment as Appendix B. Further, each of Assignor and Assignee acknowledges that the prior written consent of City to this Assignment is required under the terms of the Agreement. City shall have the right to enforce this Assignment.
Consent of City. The City consents to the transfer described in this Article 2 based on the evidence provided below, which indicates that Transferee is in a position to fully perform all obligations that may and will exist under the Agreement. All the evidence is attached to this Novation as Appendix B. Further, each of Transferor and Transferee acknowledges that the prior written consent of City to this Novation is required under the terms of the Agreement. City shall have the right to enforce this Novation.
Consent of City. The City consents to the transfer described in this Article 2 based on the evidence provided below, which indicates that Transferee is in a position to fully perform all obligations that may and will exist under the Agreement. All the evidence is attached to this Novation as Appendix B. Further, each of Transferor and Transferee acknowledges that the prior written consent of City to this Novation is required under the terms of the Agreement. City shall have the right to enforce this Novation. An authenticated copy of instrument effecting the transaction between the Transferor and Transferee, together with attorney opinion letters with a statement that the transaction was properly affected under the applicable state law. Additional documents required, depending on the nature of the transfer: A certificate dated [insert date], signed by the Secretary of State of [insert State], to the effect that Transferor merged into the Transferee and the Transferee is the surviving corporation as of [insert date]; A signed and authenticated document or excerpts of a document describing the proposed transaction, which precisely describes the specifics of the transactional relationship, including the description of all the transfers of the assets used to perform the Agreement, between the Transferor and Transferee; The Opinion of the Corporate Secretary for Transferee, dated [insert date], opining that [insert type of agreement, i.e. merger, stock purchase] agreement was properly affected under applicable law and that the Transferee controls the company and employees, and is able to assume all liabilities and obligations of the Agreement as set forth above; Certified copies of Board Resolutions and Stockholders Meetings Minutes authorizing and approving transfer of assets, both for the Transferor and Transferee. An authenticated copy of the Transferee's certificate and articles of incorporation. Balance sheets for the Transferee with independent auditor report if available to prove that the Transferee has enough assets to perform the Agreement. A statement by the Transferee to confirm that the price and the personnel of the Agreement will remain unchanged.
Consent of City. Anything contained herein to the contrary notwithstanding, a Supplemental Agreement executed and delivered in accordance with this Article VIII which affects any rights or obligations of the City shall not become effective unless and until the City shall have consented in writing to the execution and delivery of that Supplemental Agreement. The Trustee shall cause notice of the proposed execution and delivery of any Supplemental Agreement and a copy of the proposed Supplemental Agreement to be mailed to the City, as provided in Section 13.3 hereof, (i) at least 30 days (unless waived by the City) before the date of the proposed execution and delivery in the case of a Supplemental Agreement to which reference is made in Section 8.2 hereof, and (ii) at least 30 days (unless waived by the City) before the giving of the notice of the proposed execution and delivery in the case of a Supplemental Agreement for which provision is made in Section 8.3 hereof.
Consent of City. Anything contained herein to the contrary notwithstanding, a Supplemental Agreement executed and delivered in accordance with this Article VIII which affects any rights or obligations of the City shall not become effective unless and until the City shall have consented in writing to the execution and delivery of that Supplemental Agreement. The Trustee shall cause notice of the proposed execution and delivery of any Supplemental Agreement and a copy of the proposed Supplemental Agreement to be mailed to the City, as provided in Section 12.3 hereof, (i) at least 30 days (unless waived by the City) before the date of the proposed execution and delivery in the case of a Supplemental Agreement to which reference is made in Section 8.2 hereof, and (ii) at least 30 days (unless waived by the City) before the giving of the notice of the proposed execution and delivery in the case of a Supplemental Agreement for which provision is made in Section 8.3 hereof.
Consent of City. The City of Leander (the “City”) hereby consents to the foregoing assignment and assumption on the express condition that the closing on the Property occurs as contemplated by the Purchase Agreement (as amended) between Crescent Leander, TX, LLC, a Delaware limited liability company, as Seller, and Forestar (USA) Real Estate Group Inc., a Delaware corporation, as Purchaser. The City acknowledges that the Agreement (as defined in the foregoing assignment and assumption agreement) is in full force and effect and to the City’s knowledge, without prior investigation or inquiry, Assignor is not in default under the Agreement. [The remainder of this page intentionally left blank] 21332149v.1 CITY OF LEANDER By: Name: Xxxx Xxxxx Title: City Manager Date: ATTEST: By: Name: Xxxx Xxxxxxxx Title: City Secertary Date:
Consent of City. By signature of the City Manager below, the City approves and agrees to the assignment, assumption and release set forth in this Assignment. The City is a party to this Assignment solely respect to Section 3 and Section 4 hereof.
