Common use of Sublet or Assignment Clause in Contracts

Sublet or Assignment. The Company may at any time assign or otherwise transfer all of its rights and interest hereunder to any sublessee or assignee, as the case may be, selected by the Company on such terms as the Company may determine in its sole discretion, provided (a) that no assignment, transfer or sublease shall affect or reduce any of the obligations of the Company hereunder, but all obligations of the Company hereunder shall continue in full force and effect as the obligations of a principal and not of a guarantor or surety, except that the Company shall be released from its obligations hereunder upon the written consent and release of the County, which shall not be unreasonably withheld, to any sublease, assignment or transfer, and (b) that the Company or sublessee shall give the County written notice of any such assignment, transfer or sublease and within thirty (30) days thereafter shall furnish or cause to be furnished to the County a true and complete copy of any such sublease, assignment or other transfer which shall include assumption of the indemnity as provided in Section 7.04 hereof, and all other provisions of this Agreement. The Company acknowledges that such a transfer of an interest under this Agreement may cause the applicable portion of the Project to become ineligible for negotiated fees in lieu of taxes under the Act absent compliance by the Company with the Transfer Provisions; provided that, to the extent permitted by Section 00-00-000 of the Act, or any successor provision, any financing arrangements entered into by the Company with respect to the Project and any security interests granted by the Company in connection therewith shall not be construed as a transfer for purposes of the Transfer Provisions. The County hereby consents to any transfers by the Company to any affiliate of the Company at any time. For such purposes, “affiliate” shall mean any person or entity directly or indirectly controlling, controlled by or under common control with the Company. Consent to such transfer, however, shall not constitute a release by the County under the first sentence of this Section, which release must be separately obtained from the County. The County shall, if the Company requests, acknowledge the receipt and sufficiency of any such notice.

Appears in 5 contracts

Samples: Of Tax Agreement, Of Tax Agreement, Of Tax Agreement

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Sublet or Assignment. The Company may at any time assign or otherwise transfer all of its rights and interest hereunder to any sublessee or assignee, as the case may be, selected by the Company on such terms as the Company may determine in its sole discretion, provided (a) that no assignment, transfer or sublease shall affect or reduce any of the obligations of the Company hereunder, but all obligations of the Company hereunder shall continue in full force and effect as the obligations of a principal and not of a guarantor or surety, except that the Company shall be released from its obligations hereunder upon the written consent and release of unless consented to by the County, which consent shall not be unreasonably withheld, to any sublease, assignment conditioned or transfer, delayed and (b) that the Company or sublessee shall give the County and the Department written notice of any such assignment, transfer or sublease and within thirty sixty (3060) days thereafter shall furnish or cause to be furnished to the County a true and complete copy of any such sublease, assignment or other transfer which shall include assumption of the indemnity as provided in Section 7.04 7.05 hereof, and all other provisions of this Agreement. The Company acknowledges that such a transfer of an interest under this Agreement may cause the applicable portion of the Project to become ineligible for negotiated fees in lieu of taxes under the Act absent compliance by the Company with the Transfer Provisions; provided that, to the extent permitted by Section 00-00-000 of the Act, or any successor provision, any financing arrangements entered into by the Company with respect to the Project and any security interests granted by the Company in connection therewith shall not be construed as a transfer for purposes of the Transfer Provisions. The County hereby consents to any transfers by the Company to any affiliate of the Company at any time. For such purposes, “affiliate” shall mean any person or entity directly or indirectly controlling, controlled by or under common control with the Company. Consent to such transfer, however, shall not constitute a release by the County under the first sentence of this Section, which release must be separately obtained from the County. The County shall, if the Company requests, acknowledge the receipt and sufficiency of any such notice.. [End of Article VIII]

Appears in 4 contracts

Samples: Fee Agreement, Fee Agreement, Fee Agreement

Sublet or Assignment. The Company may at any time assign or otherwise transfer all of its rights and interest hereunder to any sublessee or assignee, as the case may be, selected by the Company on such terms as the Company may determine in its sole discretion, provided (a) that no assignment, transfer or sublease shall affect or reduce any of the obligations of the Company hereunder, but all obligations of the Company hereunder shall continue in full force and effect as the obligations of a principal and not of a guarantor or surety, except that the Company shall be released from its obligations hereunder upon the written consent and release of the County, which shall not be unreasonably withheld, to any sublease, assignment or transfer, and (b) that the Company or sublessee shall give the County written notice of any such assignment, transfer or sublease and within thirty sixty (3060) days thereafter shall furnish or cause to be furnished to the County a true and complete copy of any such sublease, assignment or other transfer which shall include assumption of the indemnity as provided in Section 7.04 hereof, and all other provisions of this Agreement. The Company acknowledges that such a transfer of an interest under this Agreement may cause the applicable portion of the Project to become ineligible for negotiated fees in lieu of taxes under the Act absent compliance by the Company with the Transfer Provisions; provided that, to the extent permitted by Section 00-00-000 of the Act, or any successor provision, any financing arrangements entered into by the Company with respect to the Project and any security interests granted by the Company in connection therewith shall not be construed as a transfer for purposes of the Transfer Provisions. The County hereby consents to any transfers by the Company to any affiliate of the Company or Sponsor Affiliate at any time. For such purposes, “affiliate” shall mean any person or entity directly or indirectly controlling, controlled by or under common control with the Company. Consent to such transfer, however, shall not constitute a release by the County under the first sentence of this Section, which release must be separately obtained from the County. The County shall, if the Company requests, acknowledge the receipt and sufficiency of any such notice.

Appears in 3 contracts

Samples: Tax Agreement, Tax Agreement, Of Tax Agreement

Sublet or Assignment. The Company may at any time assign or otherwise transfer all of its rights and interest hereunder to any sublessee or assignee, as the case may be, selected by the Company on such terms as the Company may determine in its sole discretion, provided (a) that no assignment, transfer or sublease shall affect or reduce any of the obligations of the Company hereunder, but all obligations of the Company hereunder shall continue in full force and effect as the obligations of a principal and not of a guarantor or surety, except that the Company shall be released from its obligations hereunder upon the written consent and release of the County, which shall not be unreasonably withheld, conditioned nor delayed, to any sublease, assignment or transfer, and (b) that the Company or sublessee shall give the County written notice of any such assignment, transfer or sublease and within thirty (30) days thereafter shall furnish or cause to be furnished to the County a true and complete copy of any such sublease, assignment or other transfer which shall include assumption of the indemnity as provided in Section 7.04 hereof, and all other provisions of this Agreement. The Company acknowledges that such a transfer of an interest under this Agreement may cause the applicable portion of the Project to become ineligible for negotiated fees in lieu of taxes under the Act absent compliance by the Company with the Transfer Provisions; provided that, to the extent permitted by Section 00-00-000 of the Act, or any successor provision, any financing arrangements entered into by the Company with respect to the Project and any security interests granted by the Company in connection therewith shall not be construed as a transfer for purposes of the Transfer Provisions. The County hereby consents to any transfers by the Company to any affiliate of the Company at any time. For such purposes, “affiliate” shall mean any person or entity directly or indirectly controlling, controlled by or under common control with the Company. Consent to such transfer, however, shall not constitute a release by the County under the first sentence of this Section, which release must be separately obtained from the County. The County shall, if the Company requests, acknowledge the receipt and sufficiency of any such notice.

Appears in 2 contracts

Samples: Of Tax Agreement, Of Tax Agreement

Sublet or Assignment. The Company may at any time assign or otherwise transfer all of its rights and interest hereunder to any sublessee or assignee, as the case may be, selected by the Company on such terms as the Company may determine in its sole discretion, provided (a) that no assignment, transfer or sublease shall affect or reduce any of the obligations of the Company hereunder, but all obligations of the Company hereunder shall continue in full force and effect as the obligations of a principal and not of a guarantor or surety, except that the Company shall be released from its obligations hereunder upon the written consent and release of unless consented to by the County, which consent shall not be unreasonably withheld, to any sublease, assignment conditioned or transfer, delayed and (b) that the Company or sublessee shall give the County and the Department written notice of any such assignment, transfer or sublease and within thirty sixty (3060) days thereafter shall furnish or cause to be furnished to the County a true and complete copy of any such sublease, assignment or other transfer which shall include assumption of the indemnity as provided in Section 7.04 7.05 hereof, and all other provisions of this Agreement. The Company acknowledges that such a transfer of an interest under this Agreement may cause the applicable portion of the Project to become ineligible for negotiated fees in lieu of taxes under the Act absent compliance by the Company with the Transfer Provisions; provided that, to the extent permitted by Section 00-00-000 of the Act, or any successor provision, any financing arrangements entered into by the Company with respect to the Project and any security interests granted by the Company in connection therewith shall not be construed as a transfer for purposes of the Transfer Provisions. The County hereby consents to any transfers by the Company to any affiliate of the Company at any time. For such purposes, “affiliate” shall mean any person or entity directly or indirectly controlling, controlled by or under common control with the Company. Consent to such transfer, however, shall not constitute a release by the County under the first sentence of this Section, which release must be separately obtained from the County. The County shall, if the Company requestsRequests, acknowledge the receipt and sufficiency of any such notice.. [End of Article VIII]

Appears in 1 contract

Samples: Fee Agreement

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Sublet or Assignment. The Company may at any time assign or otherwise transfer all of its rights and interest hereunder to any sublessee or assignee, as the case may be, selected by the Company on such terms as the Company may determine in its sole discretion, provided (a) that no assignment, transfer or sublease shall affect or reduce any of the obligations of the Company hereunder, but all obligations of the Company hereunder shall continue in full force and effect as the obligations of a principal and not of a guarantor or surety, except that the Company shall be released from its obligations hereunder upon the written consent and release of unless consented to by the County, which consent shall not be unreasonably withheld, to any sublease, assignment conditioned or transfer, delayed and (b) that the Company or sublessee shall give the County and the Department written notice of any such assignment, transfer or sublease and within thirty sixty (3060) days thereafter shall furnish or cause to be furnished to the County a true and complete copy of any such sublease, assignment or other transfer which shall include assumption of the indemnity as provided in Section 7.04 7.05 hereof, and all other provisions of this Agreement. The Company acknowledges that such a transfer of an interest under this Agreement may cause the applicable portion of the Project to become ineligible for negotiated fees in lieu of taxes under the Act absent compliance by the Company with the Transfer Provisions; provided that, to the extent permitted by Section 00-00-000 of the Act, or any successor provision, any financing arrangements entered into by the Company with respect to the Project and any security interests granted by the Company in connection therewith shall not be construed as a transfer for purposes of the Transfer Provisions. The County hereby consents to any transfers by the Company to any affiliate of the Company at any time. For such purposes, “affiliate” shall mean any person or entity directly or indirectly controlling, controlled by or under common control with the Company. Consent to such transfer, however, shall not constitute a release by the County under the first sentence of this Section, which release must be separately obtained from the County. The County shall, if the Company requestsRequests, acknowledge the receipt and sufficiency of any such notice.. [End of Article VIII]

Appears in 1 contract

Samples: Fee Agreement

Sublet or Assignment. The Company may at any time assign or otherwise transfer all of its rights and interest hereunder to any sublessee or assignee, as the case may be, selected by the Company on such terms as the Company may determine in its sole discretion, provided (a) that no assignment, transfer or sublease shall affect or reduce any of the obligations of the Company hereunder, but all obligations of the Company hereunder shall continue in full force and effect as the obligations of a principal and not of a guarantor or surety, except that the Company shall be released from its obligations hereunder upon the written consent and release of the County, which shall not be unreasonably withheld, to any sublease, assignment or transfer, and (b) that the Company or sublessee shall give the County written notice of any such assignment, transfer or sublease and within thirty (30) days thereafter shall furnish or cause to be furnished to the County a true and complete copy of any such sublease, assignment or other transfer which shall include assumption of the indemnity as provided in Section 7.04 hereof, and all other provisions of this Agreement. The Company acknowledges that such a transfer of an interest under this Agreement may cause the applicable portion of the Project to become ineligible for negotiated fees in lieu of taxes under the Act absent compliance by the Company with the Transfer Provisions; provided that, to the extent permitted by Section 00-00-000 of the Act, or any successor provision, any financing arrangements entered into by the Company with respect to the Project and any security interests granted by the Company in connection therewith shall not be construed as a transfer for purposes of the Transfer Provisions. The County hereby consents to any transfers by the Company to any affiliate of the Company at any time. For such purposes, “affiliate” shall mean any person or entity directly or indirectly controlling, controlled by or under common control with the Company. Consent to such transfer, however, shall not constitute a release by the County under the first sentence of this Section, which release must be separately obtained from the County. The County shall, if the Company requests, acknowledge the receipt and sufficiency of any such notice.

Appears in 1 contract

Samples: Tax Agreement

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