Prohibition Against Transfer and Assignment Sample Clauses

Prohibition Against Transfer and Assignment. (A) The Developer further agrees, in view of (1) the importance of the development of the Site to the general welfare of the community; and (2) the fact that a change in the controlling ownership of the Developer may have the same practical effect as a transfer or disposition of the property owned by the Developer; that, except as otherwise provided below, and in Sections 4.1(D) and 5.4, no change in the ownership of the Site, or change in the majority ownership or control of the Developer, or with respect to the identity of the parties in control of the Developer, shall be permitted without the express written consent of the Agency until the time that Improvements at least equal to the Minimum Investment Amount have been constructed and installed on the Site. The Agency’s decision to approve or disapprove of a transfer or assignment shall be at the Agency’s reasonable discretion, and based upon the Agency’s reasonable evaluation of the ability of the proposed successors to construct, install, maintain and operate the Improvements on the Site and to pay for the Public Improvements, as described in this Agreement. The Agency may require as conditions to any such approval of a transfer or assignment before construction and installation of Improvements at least equal to the Minimum Investment Amount that:
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Prohibition Against Transfer and Assignment. Neither this Agreement nor any of Optionee’s rights, interests and benefits hereunder may be assigned, transferred, pledged or hypothecated in any way by Optionee (except as set forth herein upon Optionee’s death, by Xxxx or by the laws of descent and distribution) and shall not be subject to execution, attachment or similar process. Any attempt to assign, transfer, pledge, hypothecate or otherwise dispose of such rights, interests and benefits contrary to the foregoing provisions, or the levy or any attachment or similar process thereupon, shall be null and void and without effect.
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Prohibition Against Transfer and Assignment. The Developer represents and agrees that prior to the Termination Date, the Developer shall not transfer this Agreement, the TIF Note, the Development Property or the Minimum Improvements or any part thereof or any interest therein, except to the Tenant or an Affiliate, without written notice to the City and without the prior written approval of the City. The City shall be entitled to require as conditions to any such approval that:
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Prohibition Against Transfer and Assignment. For the reasons specified in Section 4.01, the Developer represents and agrees for itself, and any permitted successor in interest, that prior to completion of Developer Improvements as certified by the City, there shall be no transfer by any party of the Developer, which term shall be deemed for the purposes of this and related provisions to include successors in interest, nor shall any such party of the Developer suffer any such transfer to be made, without the approval of the Agency, where the decision shall be based upon the Agency's evaluation of the ability of said successors to construct the Improvements and to provide benefits to the community from the Site which are comparable to those benefits contemplated to be provided by the Developer from the construction to its Improvements on the Site; nor shall there, without such approval, be or be suffered to be by the Developer, or by any part of the Developer therein, any other similarly significant change in the ownership, or with respect to the identity of the parties in control of the Developer. With respect to this provision:
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Related to Prohibition Against Transfer and Assignment

  • Transfer and Assignment Notwithstanding anything to the contrary herein or in the Agreement, Party A may assign or transfer any of its rights or delegate any of its duties hereunder to (i) any affiliate of Party A, whose obligations hereunder and under the Agreement are fully and unconditionally guaranteed by Party A or (ii) any affiliate of Party A with a long-term issuer rating equal to or better than the credit rating of Party A at the time of such assignment or transfer; provided that (A) Party B will neither (x) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement under the law as of the date of the transfer or assignment, except to the extent that such additional amount was payable to the assignor or transferor immediately before the assignment or transfer, nor (y) receive a payment from which an amount has been deducted or withheld for or on account of any Indemnifiable Tax in respect of which the other party is not required to pay an additional amount, except to the extent that such additional amount was not payable by the assignor or transferor immediately before the assignment or transfer, in either case, as a result of such transfer or assignment and (B) no Event of Default or Potential Event of Default shall (x) have occurred with respect to Party A or (y) occur with respect to either party solely as a result of such transfer and assignment. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations; provided that Party B will neither (x) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement under the law as of the date of the transfer or assignment, except to the extent that such additional amount was payable by Party B immediately before the designation of the designee, nor (y) receive a payment from which an amount has been deducted or withheld for or on account of any Tax in respect of which Party A or such designee is not required to pay an additional amount, in either case, as a result of such designation, except to the extent that such additional amount was not payable by Party A immediately before the designation of the designee. Party A shall be discharged of its obligations to Party B to the extent of any such performance.

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