Permitted Transfer of this Agreement Sample Clauses

Permitted Transfer of this Agreement. Developer shall have the right to assign or transfer all or any portion of its interest, rights or obligations under this Agreement to a Transferee (as defined in the DDA) or a Vertical Developer in accordance with the terms and conditions governing Transfer set forth in the DDA. Upon the effective date of any Transfer permitted under the DDA, the Transferee shall be deemed a Party to this Agreement as to the Transferred Property. Any Vertical DDA, LDDA, Ground Lease or other agreement that Transfers an interest in the Project Site shall require the Transferee to enter into a binding Development Agreement assignment and assumption agreement (“Development Agreement Assignment and Assumption”) acknowledging the Transferee’s rights and obligations hereunder. Developer shall remain liable for all obligations and requirements under this Agreement after the effective date of the Transfer as to the Transferred Property only to the same extent that Developer retains liability under the terms of the DDA and as set forth in the Development Agreement Assignment and Assumption required under this Section 9.1. Notwithstanding anything to the contrary contained in this Agreement, a Default under this Agreement or any Vertical DDA, LDDA or Ground Lease, as applicable, by any Transferee or Vertical Developer (collectively, a “Transferee Default”) shall not constitute a Default by Developer with respect to any other portion of the Project Site and such Transferee Default shall not entitle City to Terminate or modify this Agreement with respect to such other portion of the Project Site. The City is entitled to enforce each and every such obligation assumed by the Transferee directly against the Transferee as if the Transferee were an original signatory to this Agreement with respect to such obligation. Accordingly, in any action by the City against a Transferee to enforce an obligation assumed by the Transferee, the Transferee shall not assert any defense against the City’s enforcement of performance of such obligation that is attributable to Developer’s breach of any duty or obligation to the Transferee arising out of the transfer or assignment, the Assignment and Assumption Agreement, the purchase and sale agreement, or any other agreement or transaction between the Developer and the Transferee.
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Permitted Transfer of this Agreement. At any time, CPMC shall have the right to convey, assign or transfer all or any part of its right, title, and interest in and to the Project Sites without the City's consent, provided that it also transfers any applicable portion of its interest, rights or obligations under this Agreement (a "Transfer") with respect to such portion of the Project Sites to a third party (the "Transferee") acquiring an interest in that portion of the Project Sites (the "Transferred Property"). For purposes of the foregoing, all of the Public Benefits will apply to, connect and run with the land that is the Cathedral Hill Hospital Site, except for (i) the St. Luke's Campus Hospital Opening Obligation and the St. Luke's MOB Commitment, the St. Luke's Health Care Center, the St. Luke's Center of Excellence in Community Health and the St. Luke's Center of Excellence in Senior Health, all as described in this Agreement (including Exhibit F), which apply to, connect and run with the land that is the St. Luke’s Campus, (ii) CPMC's obligations in the Workforce Agreement, which apply to, connect and run with the land on which the applicable Workforce Project (as defined in Exhibit E) is to be constructed, and (iii) the STLD Improvements, as described in Exhibit H, which apply to the land that is the St. Luke's Campus and the Davies Campus, respectively. Accordingly, if CPMC conveys or transfers some but not all of the Project Site such that there are separate owners of one or more of the Project Sites, the obligation to perform and complete the Public Benefits shall be separated in the manner set forth above and described in the applicable Assignment and Assumption Agreement. The obligation to undertake the Community Visioning Plans referenced in Section 4.4 shall be the responsibility of the owner of each applicable campus.
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Permitted Transfer of this Agreement. At any time, Developer shall have the right to convey, assign or transfer all or any part of its right, title and interest in and to all or part of the Project Site (a “Transfer”) without the City's consent, provided that it also transfers to such party (the “Transferee”) all of its interest, rights or obligations under this Agreement (a "Transfer") with respect to such portions of the Project Site (the "Transferred Property"). Developer shall not, by Transfer, separate a portion of the Project Site from the Community Benefits tied to that portion of the Project Site, as described in this Agreement, without the prior written consent of the Planning Director. If Developer Transfers one or more parcels such that there are separate fee owners within the Project Site, the obligation to perform and complete the applicable Community Benefits and other improvements associated with a Building; shall be the sole responsibility of the applicable Transferee (i.e., the person or entity that owns the legal parcel on which the Building is located). Notwithstanding the foregoing (i) off-site improvements associated with the Xxxxxxxx Building may be retained by Developer, and (ii) any ongoing obligations (such as open space operation and maintenance) may be transferred to a residential, commercial or Project Site-wide management association ("CMA"), provided such CMA reflects commercially reasonable requirements and standards generally applicable to similar developments and has the financial capacity and ability to perform the obligations so transferred.
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Permitted Transfer of this Agreement. 11.1.1 At any time, Developer shall have the right to transfer the entirety of its right, title, and interest in and to the Project Site together with all rights and obligations of this Agreement without the City’s consent. Developer shall also have the right, at any time, without the City’s consent, to sell developable lots or parcels within the Project Site for vertical development not requiring the construction of Community Improvements but requiring the construction of Code-required Public Improvements such as adjoining streetscape improvements required by a Street Improvement Permit. Developer shall provide to the City written notice of such transfers no later than thirty (30) days after the close of such transfer. No transfer under this Section shall terminate or modify the rights or obligations under this Agreement including but not limited to the BMR Requirement.
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Permitted Transfer of this Agreement. At any time, SFCM shall have the right to convey, assign or transfer all of its right, title and interest in and to all or part of the Project Site or a Building Parcel (a "Transfer") without the City's consent, provided that it also transfers to such party (the "Transferee") all of its interest, rights or obligations under this Agreement with respect to such portion of the Project Site together with any portion required to complete the Public Benefits for such portion (the "Transferred Property"). Notwithstanding anything to the contrary in this Agreement, if SFCM Transfers a Building Parcel, then the obligations to perform and complete the Public Benefits as to that Building Parcel shall be the sole responsibility of the applicable Transferee (i.e., the person or entity that is the Transferee of the applicable Building Parcel); provided, however, that any ongoing obligations (such as open space operation and maintenance) may be transferred to a residential, commercial or other management association ("CMA") on commercially reasonable terms so long as the CMA has the financial capacity and ability to perform the obligations so transferred.
Sample 1
Permitted Transfer of this Agreement. Developer shall have the right to assign or transfer all or any portion of its interest, rights or obligations under this Agreement to a Transferee in accordance with the terms and conditions governing Transfer set forth in the DDA. Upon the effective date of any Transfer permitted under the DDA, the Transferee shall be deemed a Party to this Agreement as to the Transferred Property. Any Vertical DDA, LDDA or Ground Lease that Transfers an interest in the Project Site shall require the Transferee to enter into a binding Assignment and Assumption Agreement acknowledging the Transferee’s obligations hereunder. Developer shall remain liable for all obligations and requirements under this Agreement after the effective date of the Transfer as to the Transferred Property only to the same extent that Developer retains liability under the terms of the DDA and as set forth in the Assignment and Assumption Agreement required under this Section 9.1. Notwithstanding anything to the contrary contained in this Agreement, a Default under this Agreement or any Vertical DDA, LDDA or Ground Lease, as applicable, by any Transferee (a “Transferee Default”) shall not constitute a Default by Developer with respect to any other portion of the Project Site and such Transferee Default shall not entitle City to Terminate or modify this Agreement with respect to such other portion of the Project Site. The City is entitled to enforce each and every such obligation assumed by the Transferee directly against the Transferee as if the Transferee were an original signatory to this Agreement with respect to such obligation.
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Related to Permitted Transfer of this Agreement

  • Permitted Transfer Notwithstanding anything in this Article 5 to the contrary, Tenant may assign its interest in this Lease or sublease all or any part of the Premises (each a “Permitted Transfer”) to a Permitted Transferee (defined below) with notice to Landlord (delivered prior to the Transfer, or in the event Tenant is prohibited from doing so by Applicable Laws or contractual obligations, then as soon as reasonably practical) but without Landlord’s prior written consent; provided, that (i) with respect to a Permitted Transfer involving an assignment of this Lease, the Permitted Transferee assumes this Lease by a written assumption agreement delivered to Landlord prior to the effective date of such Permitted Transfer (unless such prior delivery is prohibited by Applicable Laws, in which event Tenant shall deliver such assumption agreement as soon as allowed), (ii) the Permitted Transferee shall use the Premises only for the Permitted Use, (iii) the use of the Premises by the Permitted Transferee shall not violate any other agreements or leases affecting the Property, (iv) the occurrence of a Permitted Transfer shall not waive Landlord’s rights as to any subsequent Transfer, (v) the Permitted Transferee shall satisfy the Credit Requirement (defined below), and (vi) Tenant shall have given Landlord written notice at least thirty (30) day before such Transfer (unless such notice is prohibited by applicable Law, in which event Tenant shall give such notice within ten days following such Transfer). As used herein, (A) “Affiliate” means any person or entity who or which controls, is controlled by, or is under common control with Tenant, (ii) a corporation or other entity which shall be a wholly owned subsidiary of the Tenant, (iii) the parent corporation or other entity that wholly owns Tenant, or (iv) a subsidiary of such parent corporation or other entity that wholly owns Tenant, or a corporation or other entity having a majority of its ownership in common with the ownership of Tenant, or (v) a Successor corporation, limited liability company or other entity; (B) “Successor” means any (i) business entity in which or with which Tenant is merged or consolidated in accordance with applicable statutory provisions governing merger and consolidation of business entities, so long as Tenant’s obligations under this Lease are assumed by the Successor, or (ii) the successor or surviving corporation or other entity in the event of a merger or consolidation of the Tenant with another corporation, so long as Tenant’s obligations under this Lease are assumed by the Successor; (C) “Purchaser” means any person or entity who or which acquires all or substantially all of the assets or equity interests of Tenant; (D) “Permitted Transferee” means an Affiliate, Successor or Purchaser. The “Credit Requirement” shall be deemed satisfied if, as of the effective date of the Permitted Transfer, the resulting tenant under this Lease meets or exceeds all of following minimum criteria immediately following the Transfer: (i) cash on hand equal to at least Two Billion Dollars ($2,000,000,000) according to the Permitted Transferee’s most recent financial statement, determined in accordance with generally accepted accounting principles (“GAAP”), (ii) outstanding debt of not more than sixty (60%) of the Permitted Transferee’s available cash on hand (as determined pursuant to the foregoing subsection (i) according to the Permitted Transferee’s most recent financial statement, determined in accordance with GAAP, and (iii) a market capitalization equal to at least Five Billion Three Hundred Million Dollars ($5,300,000,000).

  • Permitted Transactions The Member is free to engage in any activity on its own or by the means of any entity. The Member’s fiduciary duty of loyalty, as it applies to outside business activities and opportunities, and the “corporate opportunity doctrine,” as such doctrine may be described under general corporation law, is hereby eliminated to the maximum extent allowed by the Act.

  • Permitted Transfers The provisions of Section 8.1 shall not apply to (a) a transfer or an assignment of this Lease in connection with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this Lease.

  • Permitted Transfers Within Escrow 5.1 Transfer to Directors and Senior Officers

  • Transfer of the Warrant Shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, and the certificates representing such Warrant Shares shall bear substantially the following legend, until such Warrant Shares have been registered under the Act or may be removed as otherwise permitted under the Act: "THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (ii) IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, REGISTRATION UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER."

  • Transfer of Units 10.3.1 Units may be transferred only in the manner described in Article 9.2. The transfer of any Units and the admission of any new Partner shall not constitute an amendment to this Agreement.

  • Transfer of Technology 1. The Parties agree to exchange views and information on their law and international practices on the protection and enforcement of intellectual property rights, affecting transfer of technology. This shall, in particular, include exchanges on measures to facilitate information flows, business partnerships, and voluntary licensing and subcontracting agreements. Particular attention shall be paid to the conditions necessary to create an adequate enabling environment for technology transfer in the host countries, including issues such as the domestic legal framework and the development of human capital.

  • Transfer of Agreement 9.1 Unless with the prior consent from the Pledgee, the Pledgor has no right to grant or transfer any of his rights and obligations hereunder.

  • Transfer of Option Other than as expressly permitted by the provisions of Section 7.1(f) of the Plan, the Option may not be transferred except by will or the laws of descent and distribution and, during the lifetime of the Optionee, may be exercised only by the Optionee.

  • Transfers to Permitted Transferees Prior to the transfer of Units to a Permitted Transferee (other than a transfer in connection with or subsequent to a Sale of the Company), the Executive shall deliver to Investors a written agreement of the proposed transferee (a) evidencing such Person's undertaking to be bound by the terms of this Agreement and (b) acknowledging that the Units transferred to such Person will continue to be Units for purposes of this Agreement in the hands of such Person. Any transfer or attempted transfer of Units in violation of any provision of this Agreement or the Securityholders Agreement shall be void, and Investors shall not record such transfer on its books or treat any purported transferee of such Units as the owner of such Units for any purpose.

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