Procedure for Consent to Assignment Sample Clauses

Procedure for Consent to Assignment. If [SELECTED RESPONDENT] desires to assign this Agreement, and shall have obtained a proposed assignee upon terms satisfactory to [SELECTED RESPONDENT], [SELECTED RESPONDENT] shall submit to NYCEDC and the City a request in writing (“Notice For Consent To Assignment”) for NYCEDC’s and the City’s consent, together with: (1) the name of the proposed assignee; (2) the terms and conditions of the proposed assignment; (3) the nature and character of the advertising business which the proposed assignee proposes to conduct in the Advertising Areas; (4) current financial statements and banking and other references of such proposed assignee; and (5) such other information concerning such proposed assignment as NYCEDC and the City may request. 67 Section X.11 Dissolution, Merger or Sale of [SELECTED RESPONDENT]. 69 [SELECTED RESPONDENT] covenants and agrees that at all times during the Term of this Agreement, it will (i) maintain its corporate existence, (ii) continue to be subject to service of process in the State and either be organized under the laws of the State of New York, or under the laws of any other state of the United States and duly qualified to do business in the State, and (iii) not liquidate, wind-up or dissolve or otherwise dispose of all or substantially all of its property, business or assets, and (iv) not consolidate with or merge without NYCEDC’s consent into another entity or permit one or more entities to consolidate with or merge into it. 69 Section X.12 Representation and Warranties. 69 (b) Representations by [SELECTED RESPONDENT]. [SELECTED RESPONDENT] confirms that, except for the representations contained herein [SELECTED RESPONDENT] represents, warrants and covenants that: 69 (i) no representations, statements, or warranties, express or implied, have been made by, or on behalf of, NYCEDC or the City with respect to the Advertising Areas or the transaction contemplated by this Agreement, the status of title thereto, the physical condition thereof, the zoning or other laws, regulations, rules and orders applicable thereto of the use that may be made of the Advertising Areas, and [SELECTED RESPONDENT] takes the Advertising Areas “as-is” as of the Commencement Date, [SELECTED RESPONDENT] has relied on no such representations, statements or warranties, and NYCEDC shall not be liable in any event whatsoever for any latent or patent defects in the Advertising Areas. 69 (ii) All information provided in the “Vendex” background questionnaire regar...