Consent to Assignment to Lender Sample Clauses

Consent to Assignment to Lender. Buyer consents to Seller's assignment of this Agreement to any Lenders or the granting to any Lenders of a lien or security interest in any right, title or interest in part or all of the Facility or any or all of Seller's rights under this Agreement for the purpose of the financing or refinancing of the Facility (or any part thereof) and the Interconnection Facilities; provided, however, that such assignment shall recognize Buyer's rights under this Agreement. Buyer further agrees to comply with reasonable requests of Seller in Seller's efforts to obtain project financing for the Facility, including without limitation execution of a consent to assignment by Buyer and delivery by Buyer's counsel of an opinion as described below as reasonably required by Lenders. Buyer recognizes that such financing will likely entail Buyer's execution of a consent to assignment that may grant certain rights to such Lenders, which shall be fully developed and described in the consent documents, including (i) this Agreement shall not be amended in any material respect or terminated (except for termination pursuant to the terms of this Agreement) without the consent of Lenders, which consent is not to be unreasonably withheld or delayed, (ii) Lenders shall be given notice of, and a reasonable opportunity to cure (in addition to the periods designated hereunder), any Seller breach or default of this Agreement, and (iii) if a Lender forecloses, takes a deed in lieu or otherwise exercises its remedies pursuant to any security documents, that Buyer shall, at Lender's request, continue to perform all of its obligations hereunder (subject to Buyer's rights under Section 13), so long as Lender or its nominee is performing all obligations of Seller hereunder in the place of Seller, and Lender may assign this Agreement to a Permitted Assignee so long as such Permitted Assignee assumes all obligations of Seller hereunder and so long as all monetary defaults of Seller are cured prior to such assignment, and may enforce all of Seller's rights to the extent Seller's obligations hereunder are being performed, (iii) that Lender(s) shall have no liability under this Agreement except during the period of such Lender(s)' ownership and/or operation of the Facility, (iv) that Buyer shall accept performance in accordance with this Agreement by Lender(s) or its (their) nominee, (v) if this Agreement is rejected in Seller's bankruptcy, Buyer will enter into a replacement agreement identical to this ...
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Consent to Assignment to Lender. Buyer consents to Seller's ------------------------------- assignment of this Agreement to any Lenders or the granting to any Lenders of a lien or security interest in any right, title or interest in part or all of the Facility or any or all of Seller's rights under this Agreement for the purpose of the financing or refinancing of the Facility (or any part thereof) and the Interconnection Facilities; provided, however, that -------- ------- such assignment shall recognize Buyer's rights under this Agreement. Buyer further agrees to comply with reasonable requests of Seller in Seller's efforts to obtain project financing for the Facility, including without limitation execution of a consent to assignment by Buyer and delivery by Buyer's counsel of an opinion as described below as reasonably
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Related to Consent to Assignment to Lender

  • Consent to Assignment Pursuant to Section 8 of the Agreement, AWLH hereby consents to (a) the transfer described in Recital B above of BFINA’s interest in the Partnership to AWSH and (b) the admission of AWSH as a substituted limited partner.

  • Seller's Consent to Assignment The Seller hereby acknowledges the Purchaser's right to assign, transfer and convey all of the Purchaser's rights under this Agreement to a third party and that the representations and warranties made by the Seller to the Purchaser pursuant to this Agreement will, in the case of such assignment, transfer and conveyance, be for the benefit of such third party. The Seller hereby consents to such assignment, transfer and conveyance.

  • No Assignment to Borrower No such assignment shall be made to the Borrower or any of the Borrower’s Affiliates or Subsidiaries.

  • Estoppel Certificate or Subordination Agreement Tenant fails to execute any document required from Tenant under Sections 23 or 27 within 5 days after a second notice requesting such document.

  • No Assignment to Borrowers No such assignment shall be made to the Borrowers or any of the Borrowers’ Affiliates or Subsidiaries.

  • Consents to Assignment Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any contract, lease, authorization, license or Permit, or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a third party thereto or of the issuing Governmental Entity, as the case may be, would constitute a breach thereof. If a Deferred Consent is not obtained, or if an attempted assignment or transfer thereof would be ineffective or would affect the rights thereunder so that Buyer would not receive all such rights, then, in each such case, (a) the Deferred Item shall be withheld from sale pursuant to this Agreement without any reduction in the Purchase Price, (b) from and after the Closing, Sellers and Buyer will cooperate, in all reasonable respects, to obtain such Deferred Consent as soon as practicable after the Closing, and (c) until such Deferred Consent is obtained, Sellers and Buyer will cooperate, in all reasonable respects, to provide to Buyer the benefits under the Deferred Item to which such Deferred Consent relates (with Buyer entitled to all the gains and responsible for all the losses, Taxes, liabilities and/or obligations thereunder). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then Buyer and Seller shall enter into such arrangements (including subleasing or subcontracting if permitted) to provide to the Parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such contract, lease, authorization, license or Permit, including enforcement for the benefit of Buyer of all claims or rights arising thereunder, and the performance by Buyer of the obligations thereunder on a prompt and punctual basis.

  • Acknowledgement and Consent to Bail In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

  • Modification; Assignment No amendment or other modification, rescission, release, or assignment of any part of this Agreement shall be effective except pursuant to a written agreement subscribed by the duly authorized representatives of the parties hereto.

  • No Assignment to Defaulting Lenders No such assignment shall be made to a Defaulting Lender.

  • Assignment of Rights and Obligations (a) Without Owners’ prior written consent, Managing Agent shall not sell, transfer, assign or otherwise dispose of or mortgage, hypothecate or otherwise encumber or permit or suffer any encumbrance of all or any part of its rights and obligations hereunder, and any transfer, encumbrance or other disposition of an interest herein made or attempted in violation of this paragraph shall be void and ineffective, and shall not be binding upon Owners. Notwithstanding the foregoing, Managing Agent may assign its rights and delegate its obligations under this Agreement to any subsidiary of Parent so long as such subsidiary is then and remains Controlled by Parent.

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