Owner Assignment Clause Samples
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Owner Assignment. Owner shall not sell, transfer or assign (collectively, an "Assignment") this Agreement or any interest therein, without the prior written consent of Utility, which consent shall not be unreasonably withheld; provided , however, that Owner is not required to obtain Utility's consent in order to: (a) assign this Agreement to any affiliate of Owner with an equal or greater credit rating and with the legal authority and operational ability to satisfy the obligations of Owner under this Agreement, and undertakes in writing to perform those obligations, or (b) sell, transfer, assign or pledge its interest in the System or any monies due under this Agreement to a financial institution ("Financial Institution") (provided that Utility will not pay to a third party any monies owed hereunder without the advance written direction of Owner). Utility's consent to any other Assignment shall not be unreasonably withheld if Utility has been provided with reasonable proof that the proposed assignee: (i) has or is prepared to obtain comparable experience and/or capability in operating and maintaining photovoltaic solar systems comparable to the System and providing services required by this Agreement; and (ii) has the financial capability to maintain and operate the System and provide the services required by this Agreement. A direct assignee from Owner of this Agreement (that is not a Financial Institution acquiring an interest pursuant to a security agreement) shall assume in writing, in form and content reasonably satisfactory to Utility, the due performance of all Owner's obligations under this Agreement, including any accrued obligations at the time of the Assignment. A copy of the Assignment agreement, fully executed and acknowledged by the assignee, together with a certified copy of a properly executed corporate resolution (if the assignee be a corporation) authorizing such Assignment agreement shall be sent to Utility not less than ten (10) days before the Contract Date of such Assignment.
Owner Assignment. Owner shall be entitled at any time, without the consent of the Managers (or if such consent is an inalienable right under any Legal Requirements, then the Manager shall grant such consent), to cede, assign and delegate its rights and obligations under (i) in the event of a Transfer of the Owner’s interest in the CityCenter Project, this Agreement and all of the Project Agreements, and (ii) in the event of a Transfer of the Joint Venture’s interest in a Component of the CityCenter Project, the applicable Project Agreement shall encumber the Component which is the subject of the Transfer. In addition, Owner shall have the right to assign this Agreement and the other Project Agreements to any Mortgagee and/or any lender under any Financing Instrument as additional security for any indebtedness secured (or to be secured) by a Mortgage and/or any Financing Instrument and in connection with such assignment, the Managers, as applicable, hereby agrees to join in executing such form of consent to such assignment as the Mortgagee and/or any lender under any Financing Instrument, in its sole discretion, may require.
Owner Assignment. The Owner and the Guarantor may Transfer, in whole or in part: (i) legal or beneficial title in and to the Property Claims; and (ii) their respective rights and obligations under this Agreement so long as the following conditions are satisfied:
(a) the Owner and the Guarantor provide the Royalty Holder with thirty (30) days prior written notice of the intent to Transfer to the Royalty Holder; and
(b) any purchaser, merged company, transferee or assignee, as a condition to completion of the Transfer, agrees in writing in favour of the Royalty Holder to be bound by the terms of this Agreement, including without limitation, this section, pursuant to an instrument in writing that is satisfactory to the Royalty Holder, acting reasonably. For the avoidance of doubt and for greater certainty:
(c) if the Owner or the Guarantor wish to Transfer its respective interest in this Agreement, it shall Transfer all of its right, title and interest in and to all of the Property Claims to the same Person to whom it Transfers its interest in this Agreement but on the basis that there may be more than one Property Transfer so long as it is accompanied by a commensurate Transfer of this Agreement as relates to the Property that is the subject matter of the Transfer; and
(d) this Section 20 shall apply if the Owner or the Guarantor wish to grant an option to any Person to acquire an interest in and to any of the Property Claims or enter into a joint venture with respect to the Property Claims.
Owner Assignment. Owner may convey any interest in the Property or assign this Agreement to any party other than a Competitor (as defined below) upon written notice to ATC. Owner may not, without the prior written consent of ATC, which may be withheld in ATC’s sole discretion, convey any interest (including but not limited to options, leases, licenses, or easements) in the Property or this Agreement to a Competitor (as defined below). A “Competitor” is any third party engaged in: (i) owning, operating, or managing wireless networks or (ii) acquiring interests in or purchasing the rental stream from wireless network agreements.
Owner Assignment. Owner shall not sell, transfer or assign (collectively, an “Assignment”) this Agreement or any interest therein, without the prior written consent of Utilities, which consent shall not be unreasonably withheld; provided, however, that Owner is not required to obtain Utilities’ consent in order to sell, transfer, assign or pledge its interest in the System or any monies due under this Agreement to a financial institution (“Financial Institution”) (provided that Utilities will not pay to a third party any monies owed hereunder without the advance written direction of Owner). Utilities’ consent to any other Assignment shall not be unreasonably withheld if Utilities has been provided with reasonable proof that the proposed assignee: (i) has or is prepared to obtain comparable experience and/or capability in operating and maintaining photovoltaic solar systems comparable to the System and providing services comparable to the Solar Services; and (ii) has the financial capability to maintain the System and provide the Solar Services in the manner required by this Agreement. A direct assignee from Owner of this Agreement (that is not a Financial Institution acquiring an interest pursuant to a security agreement) shall assume in writing, in form and content reasonably satisfactory to Utilities, the due performance of all Owner’s obligations under this Agreement, including any accrued obligations at the time of the Assignment. A copy of the Assignment agreement, fully executed and acknowledged by the assignee, together with a certified copy of a properly executed corporate resolution (if the assignee be a corporation) authorizing such Assignment agreement shall be sent to Utilities not less than ten (10) days before the Contract Date of such Assignment.
Owner Assignment. Owner/grantee hereby irrevocably appoints the RA as attorney in fact for all transactions to be managed via the HUD’s LOCCS system and all other administrative actions related to the RA’s administration of the GRP Grant Funds arising pursuant to or necessitated by this RFA. The RA may authorize the incremental releases of the GRP Grant Funds, using the LOCCS system, only after all conditions for such releases have been met as described in Paragraph 13 infra. Funds released through LOCCS will be wired to the Retrofit Disbursement Account for immediate disbursement by the RA.
Owner Assignment. Owner shall not cede, assign and delegate its rights and obligations under this Agreement, in whole or in part, without the prior written consent of Consultant, which consent shall not be unreasonably withheld, conditioned, or delayed. An authorized assignee of Owner hereunder shall be subject to and bound by the terms of this Agreement. If any assignee shall fail to agree to be bound by all of the terms and obligations of this Agreement, or if any assignment is made in breach of the terms of this Agreement, then such assignment shall be null and void and of no force or effect and Owner shall continue to be obligated hereunder.