Transfers and Assignments. All or any part of the interest of each Transmission Owner in the Transmission System or any part thereof, and all or any part of the rights set forth in the Project Agreements which relate to such interest, may be transferred and assigned as follows, but not otherwise: (a) To any mortgagee, trustee or other secured party, as security for bonds or other indebtedness of such Transmission Owner, present or future, and such secured party may transfer or assign the interest given as security pursuant to, or in lieu of, a foreclosure of the lien (or the exercise of power of sale) held by such secured party, provided that the transferee or assignee assumes all of the duties and obligations of the Transmission Owner making the transfer or assignment under the Project Agreements which relate to the interest being transferred or assigned; (b) To any financial institution leasing an interest in the Project to the Transmission Owner making the transfer or assignment provided that such financial institution shall not transfer or assign the interest transferred or assigned to it other than to such Transmission Owner or, the transferee or assignee of such financial institution’s interest in the project; (c) To any financial institution acting as trustee under a construction trust agreement with the Transmission Owner making the transfer or assignment in the Project; provided that such financial institution shall not transfer or assign the interest transferred or assigned to it other than to such Transmission Owner or the transferee or assignee of such financial institution’s interest in the Project. (d) To any Person in the electric utility business into which or with which the Transmission Owner making the transfer may be merged or consolidated or to which the Transmission Owner transfers substantially all of its assets; (e) To any Person wholly owning, wholly owned by, or wholly owned in common with the Transmission Owner making the transfer; (f) To any other Person, provided that the Transmission Owner shall first offer to transfer its interest or any part thereof to the other Transmission Owners, at the amount of, and on terms not less advantageous than, those of a bona fide offer from a buyer able and willing to purchase such Transmission Owner’s interest. The portion of such interest to be offered to each Transmission Owner pursuant to this subsection (f) shall be equal to the proportionate interest of such Transmission Owner in the Transmission System after excluding the interest being offered. The initial offer shall be kept open for a period of 90 days. If, at the end of the 90-day period, any Transmission Owner shall have failed to accept such offer, the proportionate interest offered to such Transmission Owner shall be offered on a pro rata basis to the other Transmission Owners, who shall have a further period of 7 days to accept the same. The process referred to in the immediately preceding sentence shall be repeated until all Transmission Owners then being offered an interest shall have failed to accept such offer. (g) To any other Person with the written consent of all Transmission Owners. Transfers or assignments shall not relieve any Transmission Owner of any obligation hereunder, except to the extent agreed in writing by all other Transmission Owners. Any attempted or purported transfer made other than in accordance with this Section 28 either voluntarily or by operation of law shall be void and of no effect.
Appears in 2 contracts
Sources: Transmission Agreement, Transmission Agreement
Transfers and Assignments. All The qualifications and identity of Developer Parties are of particular concern to the community and to NTIFA. Developer Parties recognize that it is because of such qualifications and identity that NTIFA is entering into the Agreement with Developer Parties, and, in so doing, is further willing to accept and rely on the obligations of Developer Parties for the faithful performance of all undertakings and covenants to be performed by Developer Parties without requiring in addition a surety bond or any part similar undertaking for such performance of all undertakings and covenants in this Agreement. Prior to completion of the interest Mixed Use Project and issuance of each Transmission Owner in the Transmission System Certificate of Completion therefor, Landowner shall not, except as permitted by this Agreement, without prior written approval of NTIFA, which approvals shall not be unreasonably withheld, conditioned or delayed, make any part thereoftotal or partial sale, transfer, conveyance, assignment or lease of the Property or assign any of the development obligations or rights under this Agreement. Similarly, prior to completion of the Anchor Project and issuance of the Certificate of Completion therefor, CC Trust shall not, except as permitted by this Agreement, without prior written approval of NTIFA and Landowner, which approvals shall not be unreasonably withheld, conditioned or delayed, make any total or partial sale, transfer, conveyance, assignment or lease of the Property or assign any of the development obligations or rights under this Agreement. The foregoing restrictions on assignment, transfer, and all or any part conveyance shall not apply to and do not require the prior written approval of the rights set forth in the Project Agreements which relate to such interest, may be transferred and assigned as follows, but not otherwiseother Parties for:
(a) To any mortgageethe partial assignment of the obligations under this Agreement by Landowner, trustee or other secured party, as security for bonds or other indebtedness and the assumption of such Transmission Ownerobligations by, present the following entities or future, by single-purpose entities or affiliated entities created by and such secured party may transfer under common ownership or assign the interest given as security pursuant to, or in lieu of, a foreclosure management of the lien following entities:
(or the exercise of power of salei) held by such secured partyRDC Development Holdings, provided that the transferee or assignee assumes all of the duties and obligations of the Transmission Owner making the transfer or assignment under the Project Agreements which relate to the interest being transferred or assigned;LLC; or
(ii) LPC Commercial Investments LLC.
(b) To any financial institution leasing an interest in connection with the Project partial assignment and assumption in subsection (a) above, the sale, transfer, conveyance or lease of a portion of the Property to the Transmission Owner making following entities or by single-purpose entities or affiliated entities created by and under common ownership or management of the transfer or assignment provided that such financial institution shall not transfer or assign the interest transferred or assigned to it other than to such Transmission Owner following entities:
(i) RDC Development Holdings, LLC; or, the transferee or assignee of such financial institution’s interest in the project;
(ii) LPC Commercial Investments LLC.
(c) To any the collateral assignment by CC Trust of its right to receive Public Assistance payments to a trustee bank or financial institution acting as trustee under a necessary to secure indebtedness to any construction trust agreement or permanent lender or debtholder with respect to the Transmission Owner making the transfer or assignment in the Anchor Project; provided that such financial institution shall not transfer or assign the interest transferred or assigned to it other than to such Transmission Owner or the transferee or assignee of such financial institution’s interest in the Project.;
(d) To any Person in mortgage lien or security interest granted by either Developer Party or any assignee of Developer Parties to secure indebtedness to any construction or permanent lender with respect to the electric utility business into which Project or with which the Transmission Owner making the transfer may be merged any phase or consolidated component thereof, and any assignment, transfer, or conveyance effectuated pursuant to which the Transmission Owner transfers substantially all any Project capital provider’s exercise of its assets;remedies on account of such mortgage lien or security interest; and
(e) To any Person wholly owningthe rental, wholly owned byleasing, easement granting, or wholly owned in common with other routine operational grants of portions of the Transmission Owner making Property by Developer Parties for any uses contemplated for the transfer;Project; and
(f) To any other Person, provided that the Transmission Owner shall first offer to transfer its interest or of any part thereof to the other Transmission Owners, at the amount of, and on terms not less advantageous than, those of a bona fide offer from a buyer able and willing to purchase such Transmission Owner’s interest. The portion of such interest to be offered to each Transmission Owner pursuant to this subsection (f) shall be equal to the proportionate interest of such Transmission Owner in the Transmission System after excluding the interest being offered. The initial offer shall be kept open for a period of 90 days. If, at the end component of the 90-day period, any Transmission Owner shall have failed to accept such offer, the proportionate interest offered Project after a Certificate of Completion has been granted by NTIFA with respect to such Transmission Owner shall be offered on a pro rata basis to the other Transmission Owners, who shall have a further period of 7 days to accept the same. The process referred to in the immediately preceding sentence shall be repeated until all Transmission Owners then being offered an interest shall have failed to accept such offercomponent.
(g) To any other Person with the written consent of all Transmission Owners. Transfers or assignments shall not relieve any Transmission Owner of any obligation hereunder, except to the extent agreed in writing by all other Transmission Owners. Any attempted or purported transfer made other than in accordance with this Section 28 either voluntarily or by operation of law shall be void and of no effect.
Appears in 2 contracts
Sources: Economic Development Agreement, Economic Development Agreement
Transfers and Assignments. All It is the intention of the parties hereto that each Purchase made hereunder constitute a complete sale and assignment of all of the Seller’s right, title and interest in, to and under, the Purchased Assets to the Purchaser and that the Purchased Assets will not be a part of the Seller’s estate in the event of any liquidation, reorganization or similar insolvency proceeding with respect to the Seller. However, if, notwithstanding the intent of the parties, the Purchased Assets are held to be the property of the Seller, or if for any part other reason this Agreement is held or deemed to create a security interest in the Purchased Assets, then (i) this Agreement shall constitute a security agreement under applicable law, (ii) the Seller shall be deemed to have granted to the Purchaser, and the Seller hereby does grant to the Purchaser, a first priority security interest in all of the Seller's right, title and interest in, to and under the related Purchased Assets, whether now owned or hereafter acquired or arising, in order to secure all of the Seller’s obligations hereunder, (iii) the possession by the Custodian of Mortgage Notes and such other items of property as constitute “instruments”, “money”, “negotiable documents” or “chattel paper” (each as defined in the applicable UCC) shall be deemed to be “possession by the secured party” for purposes of perfecting the security interest in such item of property pursuant to Section 9-313 (or comparable provision) of the applicable UCC, and (iv) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. Any assignment of the interest of each Transmission Owner in the Transmission System Purchaser pursuant to any provision hereof or pursuant to the Loan Agreement shall also be deemed to be an assignment of any part thereofsecurity interest created hereby. The Seller and the Purchaser shall, and all or any part of to the rights set forth in the Project Agreements which relate to extent consistent with this Agreement, take such interest, actions as may be transferred and assigned as followsreasonably necessary to ensure that, but not otherwise:
(a) To any mortgagee, trustee or other secured party, as if this Agreement were deemed to create a security for bonds or other indebtedness of such Transmission Owner, present or future, and such secured party may transfer or assign the interest given as security pursuant to, or in lieu of, a foreclosure of the lien (or the exercise of power of sale) held by such secured party, provided that the transferee or assignee assumes all of the duties and obligations of the Transmission Owner making the transfer or assignment under the Project Agreements which relate to the interest being transferred or assigned;
(b) To any financial institution leasing an interest in the Project Purchased Assets, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Credit and Security Agreement. If at any time applicable law requires the consent of any bailee, the Seller shall, upon the Purchaser’s reasonable request, obtain such consent (in a form reasonably acceptable to the Transmission Owner making the transfer or assignment provided that such financial institution shall not transfer or assign the interest transferred or assigned to it other than to such Transmission Owner or, the transferee or assignee of such financial institution’s interest in the project;
(c) To any financial institution acting as trustee under a construction trust agreement with the Transmission Owner making the transfer or assignment in the Project; provided that such financial institution shall not transfer or assign the interest transferred or assigned to it other than to such Transmission Owner or the transferee or assignee of such financial institution’s interest in the ProjectPurchaser).
(d) To any Person in the electric utility business into which or with which the Transmission Owner making the transfer may be merged or consolidated or to which the Transmission Owner transfers substantially all of its assets;
(e) To any Person wholly owning, wholly owned by, or wholly owned in common with the Transmission Owner making the transfer;
(f) To any other Person, provided that the Transmission Owner shall first offer to transfer its interest or any part thereof to the other Transmission Owners, at the amount of, and on terms not less advantageous than, those of a bona fide offer from a buyer able and willing to purchase such Transmission Owner’s interest. The portion of such interest to be offered to each Transmission Owner pursuant to this subsection (f) shall be equal to the proportionate interest of such Transmission Owner in the Transmission System after excluding the interest being offered. The initial offer shall be kept open for a period of 90 days. If, at the end of the 90-day period, any Transmission Owner shall have failed to accept such offer, the proportionate interest offered to such Transmission Owner shall be offered on a pro rata basis to the other Transmission Owners, who shall have a further period of 7 days to accept the same. The process referred to in the immediately preceding sentence shall be repeated until all Transmission Owners then being offered an interest shall have failed to accept such offer.
(g) To any other Person with the written consent of all Transmission Owners. Transfers or assignments shall not relieve any Transmission Owner of any obligation hereunder, except to the extent agreed in writing by all other Transmission Owners. Any attempted or purported transfer made other than in accordance with this Section 28 either voluntarily or by operation of law shall be void and of no effect.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (Ministry Partners Investment Corp), Mortgage Loan Purchase Agreement (Ministry Partners Investment Corp)
Transfers and Assignments. All or any part of the interest of each Transmission Owner in the Transmission System or any part thereof, and all or any part of the rights set forth in the Project Agreements which relate to such interest, may be transferred and assigned as follows, but not otherwise:
(a) To any mortgageeIt is the intention of the parties hereto that each Purchase made hereunder shall constitute a sale and assignment, trustee which sales and assignments are absolute, irrevocable and without recourse except as specifically provided herein and shall provide the Buyer with the full benefits of ownership of the Receivables and the other related Purchased Assets. In the event that a Purchase is deemed to constitute a pledge rather than a sale and assignment of the aforementioned property, then (i) this Agreement also shall be deemed to be and hereby is a security agreement within the meaning of the UCC and (ii) the Originator does hereby grant to the Buyer a first priority perfected security interest in and to and lien on all of the Originator's right, title and interest in, to and under the Purchased Assets. The Originator and the Buyer shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Receivables, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. The possession by the Buyer or its transferee or agent of notes and such other goods, letters of credit, advices of credit, money, documents, instruments, chattel paper or certificated securities related thereto shall be deemed to be "possession by the secured party" for purposes of perfecting such security interest pursuant to the Relevant UCC (including, as security for bonds or other indebtedness of without limitation, Section 9-305 thereof). Notifications to persons holding such Transmission Owner, present or futureproperty, and acknowledgments, receipts or confirmations from persons holding such secured party may transfer or assign the interest given as security pursuant property, shall be deemed to be notifications to, or in lieu acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of, a foreclosure the Buyer or its transferee for the purpose of perfecting such security interest under the Relevant UCC and other applicable laws. The sale and conveyance hereunder of the lien (Purchased Assets does not constitute an assumption by the Buyer or the exercise its successors and assigns of power of sale) held by such secured party, provided that the transferee or assignee assumes all of the duties and any obligations of the Transmission Owner making the transfer Originator to Obligors or assignment to any other Person in connection with Receivables or under the Project Agreements which relate any agreement or instrument relating to the interest being transferred or assigned;Receivables.
(b) To any financial institution leasing an interest in In connection with the Project sale and transfer under Section 2.2(a), the Originator agrees to record and file, at its own expense, financing statements, with respect to the Transmission Owner making Purchased Assets now existing and hereafter created or acquired, suitable to reflect the transfer of chattel paper and general intangibles (each as defined in Article 9 of the Relevant UCC) and meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the sale, transfer and assignment of the Purchased Assets to the Buyer, and to deliver a file-stamped copy of such financing statements or assignment provided that other evidence of such financial institution shall not transfer filing satisfactory to the Buyer on or assign prior to the interest transferred or assigned to it other than to such Transmission Owner orapplicable Purchase Date. In addition to, and without limiting the foregoing, the transferee Originator shall, upon the request of the Buyer, in order to accurately reflect this transaction, execute and file such financing or assignee of such financial institution’s interest in continuation statements or amendments thereto or assignments thereof (as permitted pursuant to Section 7.6 hereof) as may be reasonably requested by the project;Buyer.
(c) To any financial institution acting as trustee under a construction trust agreement with the Transmission Owner making the transfer or assignment in the Project; provided The Originator shall maintain its books and records so that such financial institution records that refer to a Receivable shall not transfer indicate clearly that the Originator's right, title and interest in such Receivable has been sold to the Buyer and ▇▇▇▇ its master data processing records with a notation describing the acquisition (or assign assignment) by, the Buyer of the Purchased Assets, as the Buyer may reasonably request. Indication of the Buyer's interest transferred in a Receivable shall be deleted from or assigned to it other than to such Transmission Owner modified on the Originator's records when, and only when, the Receivable shall have been paid in full or the transferee or assignee of such financial institution’s Buyer's interest in such Receivable shall have been repurchased or repaid by the Project.
(d) To any Person in Originator hereunder. In addition, the electric utility business into which or with which the Transmission Owner making the transfer may be merged or consolidated or to which the Transmission Owner transfers substantially all of Originator shall maintain its assets;
(e) To any Person wholly owning, wholly owned by, or wholly owned in common with the Transmission Owner making the transfer;
(f) To any other Person, provided computer systems so that the Transmission Owner Originator's master computer records (including any back-up archives) that refer to a Receivable shall first offer to transfer its interest or any part thereof indicate clearly that such Receivable has been sold to the other Transmission Owners, at the amount of, and on terms not less advantageous than, those of a bona fide offer from a buyer able and willing to purchase such Transmission Owner’s interest. The portion of such interest to be offered to each Transmission Owner Buyer pursuant to this subsection (f) Agreement and that an interest in such Receivable has been transferred and assigned by the Buyer to the Administrative Agent. The Originator agrees to deliver to the Buyer upon request with respect to each Purchase Date an updated list, which may be a computer file or microfiche list, containing a true and complete schedule of all Receivables constituting Purchased Assets, identified by account number and by Principal Balance as of the origination date of each such Receivable. When and if delivered, such file or list shall be equal marked as the "Receivables Schedule" and as Schedule 1 to this Agreement, shall be delivered to the proportionate interest Buyer as confidential and proprietary, and is hereby incorporated into and made a part of such Transmission Owner in the Transmission System after excluding the interest being offered. The initial offer shall be kept open for a period of 90 days. If, at the end of the 90-day period, any Transmission Owner shall have failed to accept such offer, the proportionate interest offered to such Transmission Owner shall be offered on a pro rata basis to the other Transmission Owners, who shall have a further period of 7 days to accept the same. The process referred to in the immediately preceding sentence shall be repeated until all Transmission Owners then being offered an interest shall have failed to accept such offerthis Agreement.
(g) To any other Person with the written consent of all Transmission Owners. Transfers or assignments shall not relieve any Transmission Owner of any obligation hereunder, except to the extent agreed in writing by all other Transmission Owners. Any attempted or purported transfer made other than in accordance with this Section 28 either voluntarily or by operation of law shall be void and of no effect.
Appears in 1 contract
Sources: Purchase Agreement (Lexmark International Group Inc)
Transfers and Assignments. All The qualifications and identity of Developer Parties are of particular concern to the community and to NTIFA. Developer Parties recognize that it is because of such qualifications and identity that NTIFA is entering into the Agreement with Developer Parties, and, in so doing, is further willing to accept and rely on the obligations of Developer Parties for the faithful performance of all undertakings and covenants to be performed by Developer Parties without requiring in addition a surety bond or any part similar undertaking for such performance of all undertakings and covenants in this Agreement. Prior to completion of the interest Mixed Use Project and issuance of each Transmission Owner in the Transmission System Certificate of Completion therefor, Landowner shall not, except as permitted by this Agreement, without prior written approval of NTIFA, which approvals shall not be unreasonably withheld, conditioned or delayed, make any part thereoftotal or partial sale, transfer, conveyance, assignment or lease of the Property or assign any of the development obligations or rights under this Agreement. Similarly, prior to completion of the Anchor Project and issuance of the Certificate of Completion therefor, CC Trust shall not, except as permitted by this Agreement, without prior written approval of NTIFA and Landowner, which approvals shall not be unreasonably withheld, conditioned or delayed, make any total or partial sale, transfer, conveyance, assignment or lease of the Property or assign any of the development obligations or rights under this Agreement. The foregoing restrictions on assignment, transfer, and all or any part conveyance shall not apply to and do not require the prior written approval of the rights set forth in the Project Agreements which relate to such interest, may be transferred and assigned as follows, but not otherwiseother Parties for:
(a) To any mortgageethe partial assignment of the obligations under this Agreement by Landowner, trustee or other secured party, as security for bonds or other indebtedness and the assumption of such Transmission Ownerobligations by, present the following entities or future, by single-purpose entities or affiliated entities created by and such secured party may transfer under common ownership or assign the interest given as security pursuant to, or in lieu of, a foreclosure management of the lien following entities:
(or the exercise of power of salei) held by such secured partyRDC Development Holdings, provided that the transferee or assignee assumes all of the duties and obligations of the Transmission Owner making the transfer or assignment under the Project Agreements which relate to the interest being transferred or assigned;LLC; or
(ii) LPC Commercial Investments LLC.
(b) To any financial institution leasing an interest in connection with the Project partial assignment and assumption in subsection (a) above, the sale, transfer, conveyance or lease of a portion of the Property to the Transmission Owner making following entities or by single-purpose entities or affiliated entities created by and under common ownership or management of the transfer or assignment provided that such financial institution shall not transfer or assign the interest transferred or assigned to it other than to such Transmission Owner following entities:
(i) RDC Development Holdings, LLC; or, the transferee or assignee of such financial institution’s interest in the project;
(ii) LPC Commercial Investments LLC. Tenataive
(c) To any the collateral assignment by CC Trust of its right to receive Public Assistance payments to a trustee bank or financial institution acting as trustee under a necessary to secure indebtedness to any construction trust agreement or permanent lender or debtholder with respect to the Transmission Owner making the transfer or assignment in the Anchor Project; provided that such financial institution shall not transfer or assign the interest transferred or assigned to it other than to such Transmission Owner or the transferee or assignee of such financial institution’s interest in the Project.;
(d) To any Person in mortgage lien or security interest granted by either Developer Party or any assignee of Developer Parties to secure indebtedness to any construction or permanent lender with respect to the electric utility business into which Project or with which the Transmission Owner making the transfer may be merged any phase or consolidated component thereof, and any assignment, transfer, or conveyance effectuated pursuant to which the Transmission Owner transfers substantially all any Project capital provider’s exercise of its assets;remedies on account of such mortgage lien or security interest; and
(e) To any Person wholly owningthe rental, wholly owned byleasing, easement granting, or wholly owned in common with other routine operational grants of portions of the Transmission Owner making Property by Developer Parties for any uses contemplated for the transfer;Project; and
(f) To any other Person, provided that the Transmission Owner shall first offer to transfer its interest or of any part thereof to the other Transmission Owners, at the amount of, and on terms not less advantageous than, those of a bona fide offer from a buyer able and willing to purchase such Transmission Owner’s interest. The portion of such interest to be offered to each Transmission Owner pursuant to this subsection (f) shall be equal to the proportionate interest of such Transmission Owner in the Transmission System after excluding the interest being offered. The initial offer shall be kept open for a period of 90 days. If, at the end component of the 90-day period, any Transmission Owner shall have failed to accept such offer, the proportionate interest offered Project after a Certificate of Completion has been granted by NTIFA with respect to such Transmission Owner shall be offered on a pro rata basis to the other Transmission Owners, who shall have a further period of 7 days to accept the same. The process referred to in the immediately preceding sentence shall be repeated until all Transmission Owners then being offered an interest shall have failed to accept such offercomponent.
(g) To any other Person with the written consent of all Transmission Owners. Transfers or assignments shall not relieve any Transmission Owner of any obligation hereunder, except to the extent agreed in writing by all other Transmission Owners. Any attempted or purported transfer made other than in accordance with this Section 28 either voluntarily or by operation of law shall be void and of no effect.
Appears in 1 contract
Sources: Economic Development Agreement
Transfers and Assignments. All The qualifications and identity of Developer Parties are of particular concern to the community and to NTIFA. Developer Parties recognize that it is because of such qualifications and identity that NTIFA is entering into the Agreement with Developer Parties, and, in so doing, is further willing to accept and rely on the obligations of Developer Parties for the faithful performance of all undertakings and covenants to be performed by Developer Parties without requiring in addition a surety bond or any part similar undertaking for such performance of all undertakings and covenants in this Agreement. Prior to completion of the interest Mixed Use Project and issuance of each Transmission Owner in the Transmission System Certificate of Completion therefor, Landowner shall not, except as permitted by this Agreement, without prior written approval of NTIFA, which approvals shall not be unreasonably withheld, conditioned or delayed, make any part thereoftotal or partial sale, transfer, conveyance, assignment or lease of the Property or assign any of the development obligations or rights under this Agreement. Similarly, prior to completion of the Anchor Project and issuance of the Certificate of Completion therefor, CC Trust shall not, except as permitted by this Agreement, without prior written approval of NTIFA and Landowner, which approvals shall not be unreasonably withheld, conditioned or delayed, make any total or partial sale, transfer, conveyance, assignment or lease of the Property or assign any of the development obligations or rights under this Agreement. The foregoing restrictions on assignment, transfer, and all or any part conveyance shall not apply to and do not require the prior written approval of the rights set forth in the Project Agreements which relate to such interest, may be transferred and assigned as follows, but not otherwiseother Parties for:
(a) To any mortgageethe partial assignment of the obligations under this Agreement by Landowner, trustee or other secured party, as security for bonds or other indebtedness and the assumption of such Transmission Ownerobligations by, present the following entities or future, by single-purpose entities or affiliated entities created by and such secured party may transfer under common ownership or assign the interest given as security pursuant to, or in lieu of, a foreclosure management of the lien following entities:
(or the exercise of power of salei) held by such secured partyRDC Development Holdings, provided that the transferee or assignee assumes all of the duties and obligations of the Transmission Owner making the transfer or assignment under the Project Agreements which relate to the interest being transferred or assigned;LLC; or
(ii) LPC Commercial Investments LLC.
(b) To any financial institution leasing an interest in connection with the Project partial assignment and assumption in subsection (a) above, the sale, transfer, conveyance or lease of a portion of the Property to the Transmission Owner making following entities or by single-purpose entities or affiliated entities created by and under common ownership or management of the transfer or assignment provided that such financial institution shall not transfer or assign the interest transferred or assigned to it other than to such Transmission Owner following entities:
(i) RDC Development Holdings, LLC; or, the transferee or assignee of such financial institution’s interest in the project;
(ii) LPC Commercial Investments LLC. Tentative
(c) To any the collateral assignment by CC Trust of its right to receive Public Assistance payments to a trustee bank or financial institution acting as trustee under a necessary to secure indebtedness to any construction trust agreement or permanent lender or debtholder with respect to the Transmission Owner making the transfer or assignment in the Anchor Project; provided that such financial institution shall not transfer or assign the interest transferred or assigned to it other than to such Transmission Owner or the transferee or assignee of such financial institution’s interest in the Project.;
(d) To any Person in mortgage lien or security interest granted by either Developer Party or any assignee of Developer Parties to secure indebtedness to any construction or permanent lender with respect to the electric utility business into which Project or with which the Transmission Owner making the transfer may be merged any phase or consolidated component thereof, and any assignment, transfer, or conveyance effectuated pursuant to which the Transmission Owner transfers substantially all any Project capital provider’s exercise of its assets;remedies on account of such mortgage lien or security interest; and
(e) To any Person wholly owningthe rental, wholly owned byleasing, easement granting, or wholly owned in common with other routine operational grants of portions of the Transmission Owner making Property by Developer Parties for any uses contemplated for the transfer;Project; and
(f) To any other Person, provided that the Transmission Owner shall first offer to transfer its interest or of any part thereof to the other Transmission Owners, at the amount of, and on terms not less advantageous than, those of a bona fide offer from a buyer able and willing to purchase such Transmission Owner’s interest. The portion of such interest to be offered to each Transmission Owner pursuant to this subsection (f) shall be equal to the proportionate interest of such Transmission Owner in the Transmission System after excluding the interest being offered. The initial offer shall be kept open for a period of 90 days. If, at the end component of the 90-day period, any Transmission Owner shall have failed to accept such offer, the proportionate interest offered Project after a Certificate of Completion has been granted by NTIFA with respect to such Transmission Owner shall be offered on a pro rata basis to the other Transmission Owners, who shall have a further period of 7 days to accept the same. The process referred to in the immediately preceding sentence shall be repeated until all Transmission Owners then being offered an interest shall have failed to accept such offercomponent.
(g) To any other Person with the written consent of all Transmission Owners. Transfers or assignments shall not relieve any Transmission Owner of any obligation hereunder, except to the extent agreed in writing by all other Transmission Owners. Any attempted or purported transfer made other than in accordance with this Section 28 either voluntarily or by operation of law shall be void and of no effect.
Appears in 1 contract
Sources: Economic Development Agreement
Transfers and Assignments. All or any part of the interest of each Transmission Owner and Project User in the Transmission System Project or any part thereof, and all or any part of the rights set forth in the Project Agreements which relate to such interest, may be transferred and assigned as follows, but not otherwise:
(a) To any mortgagee, trustee or other secured party, as security for bonds or other indebtedness of such Transmission OwnerOwner or Project User, present or future, and such secured party may transfer or assign the interest given as security pursuant to, or in lieu of, a foreclosure of the lien (or the exercise of power of sale) held by such secured party, provided that the transferee or assignee assumes all of the duties and obligations of the Transmission Owner or Project User making the transfer or assignment under the Project Agreements which relate to the interest being transferred or assigned;
(b) To any financial institution leasing an acting as lessor with respect to such interest in under a lease with the Owner or Project to the Transmission Owner User making the transfer or assignment assignment, provided that such financial institution the lessor/Owner shall not transfer or assign the interest transferred or assigned to it (other than to its lessee):
(i) unless and until it has first offered to sell the portions of such Transmission Owner orinterest specified below to the Project Users other than the Project User to which such interest was leased at a price equal to the fair market value of such portions; and
(ii) unless (A) simultaneously the lessor/Owner's interest or part thereof in all other Project Agreements in which it has rights is similarly transferred or assigned to the same Person or Persons, and (B) such Person or Persons or a Person or Persons to which such interest is leased shall have assumed in writing all the duties and obligations of the Project User in possession under such lease immediately prior to the expiration or termination thereof under this Agreement and all other Project Agreements. The portion of such interest to be offered to each Project User pursuant to this subsection (b) shall be equal to the proportionate interest of such Project User in the Project after excluding the interest being offered. The initial offer shall be kept open for a period of 90 days. If, at the end of such 90-day period, any Project User shall have failed to accept such offer, the transferee or assignee proportionate interest offered to such Project User shall be offered on a proportionate basis to the other Project Users, who shall have a further period of 7 days to accept the same. The process referred to in the immediately preceding sentence shall be repeated until all Project Users then being offered an interest shall have failed to accept such financial institution’s offer. To the extent that a lessor/Owner has complied with the foregoing provisions of this subsection (b), it shall be permitted to transfer and assign its interest in the project;Project, or any part thereof, and the Project Agreements in which it has rights to any Person notwithstanding any other provision of this Section 24 and, to the extent such transfer and assignment is to a financial institution acting as lessor under a lease with a Person in the electric utility business, subsequent transfers and assignments by such financial institution shall be governed by the provisions of this subsection (b) and not by any other subsection of this Section 24.
(c) To any financial institution acting as trustee with respect to such interest under a construction trust agreement with the Transmission Owner or Project User making the transfer or assignment in the Project; assignment, provided that such financial institution trustee shall not transfer or assign the interest transferred or assigned to it (other than to such Transmission the original Owner or the transferee or assignee of such financial institution’s interest in the ProjectProject User), except as permitted by this Section 24.
(d) To any Person in the electric utility business into which or with which the Transmission Owner or Project User making the transfer may be merged or consolidated or to which the Transmission Owner or Project User transfers substantially all of its assets;
(e) To any Person wholly owning, wholly owned by, or wholly owned in common with with, the Transmission Owner or Project User making the transfer;
(f) To any other Person, provided that the Transmission Owner or Project User shall first offer to transfer its interest or any part thereof to the other Transmission OwnersProject Users, at the amount of, and on terms not less advantageous than, those of a bona fide offer from a buyer able and willing to purchase such Transmission Owner’s 's or Project User's interest. The portion of such interest to be offered to each Transmission Owner Project User pursuant to this subsection (f) shall be equal to the proportionate interest of such Transmission Owner Project User in the Transmission System Project after excluding the interest being offered. The initial offer shall be kept open for a period of 90 days. If, at the end of the 90-day period, any Transmission Owner Project User shall have failed to accept such offer, the proportionate interest offered to such Transmission Owner Project User shall be offered on a pro rata basis to the other Transmission OwnersProject Users, who shall have a further period of 7 days to accept the the same. The process referred to in the immediately preceding sentence shall be repeated until all Transmission Owners Project Users then being offered an interest shall have failed to accept such offer.
(g) To any other Person with the written consent of all Transmission OwnersProject Users. No transfer or assignment of any interest in the Project or any part thereof pursuant to subsections (d), (e), (f) or (g) above may be made unless simultaneously the Owner's or Project User's rights under the Project Agreements which relate to such interest are similarly transferred or assigned to the same Person or Persons, and such Person or Persons have assumed in writing all the duties and obligations of the Owner or Project User making such transfer or assignment under the Project Agreements which relate to the interest being transferred or assigned. Transfers or assignments shall not relieve any Transmission Owner or Project User of any obligation hereunder, except to the extent agreed in writing by all other Transmission OwnersProject Users. Any attempted or purported transfer made other than in accordance with this Section 28 24 either voluntarily or by operation of law shall be void and of no effect.
Appears in 1 contract
Sources: Ownership and Operation Agreement (PPL Montana LLC)
Transfers and Assignments. All or any part (i) Any Lender, upon prior notice to COFACE and with the prior written consent of the interest of each Transmission Owner Funding Entity (if the Funding Agreement is then in the Transmission System or any part thereof, effect and all or any part of the rights set forth in the Project Agreements which relate to such interest, may be transferred and assigned as follows, but not otherwise:
(a) To any mortgagee, trustee or other secured party, as security for bonds or other indebtedness of such Transmission Owner, present or future, and such secured party may transfer or assign the interest given as security pursuant to, or in lieu of, a foreclosure of the lien (or the exercise of power of sale) held by such secured party, provided that if the transferee or assignee assumes all requires the benefit thereof), Natixis DAI (if the Loan is accruing interest at the Fixed Rate) and the Borrower (the consent of the duties Borrower not to be unreasonably withheld or delayed), may at any time (and from time to time) transfer by novation all or any of its rights and obligations under the Finance Documents or assign all or any of its rights under the Finance Documents to any Person (including COFACE and any financial institution presented to the Lenders by the Borrower, which shall be subject to the approval of the Transmission Owner making Lenders (acting reasonably) and, if the Funding Agreement is then in effect, the Funding Entity) (any such transferee or assignee, as the case may be, a “New Lender”); provided that any New Lender (other than COFACE) shall, if the Fixed Rate applies, be eligible to benefit from the CIRR stabilisation.
(ii) Notwithstanding clause (i) above, the consent of the Borrower shall not be required:
(A) in the case of any transfer or assignment to COFACE, any other existing Lender or any Affiliate of any Lender (provided that, for a transfer or assignment to an Affiliate of any Lender occurring prior to the Disbursement Date, at least three (3) Business Days’ prior written notice shall be given to the Borrower); and/or
(B) for any transfer or assignment during the continuation of a Default.
(iii) The consent of the Borrower to a transfer or assignment shall be deemed to be given in the absence of a written notice delivered by the Borrower to the Facility Agent, on or before the fifth (5th) Business Day after receipt by the Borrower of such Lender’s request for consent, stating, in reasonable detail, the reasons why the Borrower proposes to withhold such consent.
(iv) Notwithstanding the foregoing, the Borrower hereby expressly consents to the transfer or assignment under to Natixis of up to ten per cent. (10%) of the Project Agreements which relate to Commitments as at the interest being transferred or assigned;date of this Agreement.
(bv) To any financial institution leasing an interest in the Project Any transfer or assignment by a Lender under this paragraph (a) (other than a transfer or assignment to the Transmission Owner making COFACE and/or where a Default is continuing and/or where the transfer or assignment provided that such financial institution is at the Borrower’s request) shall not transfer or assign the interest transferred or assigned to it other than to such Transmission Owner or, the transferee or assignee of such financial institution’s interest result in the project;
(c) To any financial institution acting as trustee under a construction trust agreement with the Transmission Owner making the transfer or assignment in the Project; provided that such financial institution shall not transfer or assign the interest transferred or assigned to it other than to such Transmission Owner or the transferee or assignee of such financial institution’s interest in the Project.
(d) To any Person in the electric utility business into which or with which the Transmission Owner making the transfer may be merged or consolidated or to which the Transmission Owner transfers substantially all of its assets;
(e) To any Person wholly owning, wholly owned by, or wholly owned in common with the Transmission Owner making the transfer;
(f) To any other Person, provided that the Transmission Owner shall first offer to transfer its interest or any part thereof to the other Transmission Owners, at the amount of, and on terms not less advantageous than, those of a bona fide offer from a buyer able and willing to purchase such Transmission Owner’s interest. The portion of such interest to be offered to each Transmission Owner pursuant to this subsection (f) shall be equal to the proportionate interest of such Transmission Owner in the Transmission System after excluding the interest being offered. The initial offer shall be kept open for a period of 90 days. If, at the end an increase of the 90-day period, any Transmission Owner shall have failed to accept such offer, the proportionate interest offered to such Transmission Owner shall be offered on a pro rata basis to the other Transmission Owners, who shall have a further period of 7 days to accept the same. The process referred to in the immediately preceding sentence shall be repeated until all Transmission Owners then being offered an interest shall have failed to accept such offer.
Borrower’s obligations under Clauses 6.5 (g) To any other Person with the written consent of all Transmission Owners. Transfers or assignments shall not relieve any Transmission Owner of any obligation hereunder, except to the extent agreed in writing by all other Transmission Owners. Any attempted or purported transfer made other than in accordance with this Section 28 either voluntarily or by operation of law shall be void and of no effect.
Appears in 1 contract
Transfers and Assignments. All 7.1 No party (“Sellor”) shall sell, transfer, assign or any part otherwise dispose of the interest of each Transmission Owner in the Transmission System (“Sell” or any part thereof, and “Sale”) all or any part portion of its right, title and interest in and to the Propert ies or its rights set forth in the Project Agreements which relate to such interestand obligations under this Agreement (“Interest”), may be transferred and assigned as follows, but not otherwiseexcept:
(a) To any mortgagee, trustee or other secured party, as security for bonds or other indebtedness Pursuant to an agreement in which the consideration is expressed in lawful money of such Transmission Owner, present or future, and such secured party may transfer or assign the interest given as security pursuant to, or in lieu of, a foreclosure of the lien (Canada or the exercise United States of power of sale) held by such secured party, provided that the transferee or assignee assumes all of the duties and obligations of the Transmission Owner making the transfer or assignment under the Project Agreements which relate to the interest being transferred or assignedAmerica;
(b) To As a single transaction not directly or indirectly part of some other sale or purchase or agreement of any financial institution leasing an interest in the Project to the Transmission Owner making the transfer or assignment provided that such financial institution shall not transfer or assign the interest transferred or assigned to it other than to such Transmission Owner or, the transferee or assignee of such financial institution’s interest in the project;nature whatsoever; and,
(c) To any financial institution acting as trustee under a construction trust agreement Otherwise in accordance with this Section 7. If the Transmission Owner making the transfer or assignment in the Project; provided that such financial institution shall not transfer or assign the interest transferred or assigned to it other than to such Transmission Owner or the transferee or assignee of such financial institution’s interest in the Project.
(d) To any Person in the electric utility business into which or with which the Transmission Owner making the transfer may be merged or consolidated or to which the Transmission Owner transfers substantially all of its assets;
(e) To any Person wholly owning, wholly owned by, or wholly owned in common with the Transmission Owner making the transfer;
(f) To any other Person, provided that the Transmission Owner shall first offer to transfer its interest or any part thereof to the other Transmission Owners, at the amount of, and on terms not less advantageous than, those of Sellor receives a bona fide offer from a buyer able and willing third party to purchase such Transmission Owner’s interest. The Sell all or any portion of its Interest (“Offered Interest”) and intends to accept such interest offer (the “Offer”), the Sellor, prior to be offered accepting the Offer, shall give notice in writing to each Transmission Owner pursuant to this subsection the other party (fthe “Potential Preemptor”) of the Offer together with a copy of the Offer, which shall be equal in written form (the “Notice’). A Notice shall be deemed to constitute an offer (“1st Offer”) by the Sellor to the proportionate interest of such Transmission Owner Potential Preemptor to Sell the Offered Interest on the terms and conditions set out in the Transmission System after excluding the interest being offered. The initial offer Notice and shall be kept open for acceptance by the Potential Preemptor for a period of 90 days60 days from the date of its receipt by the Potential Preemptor. If, at Such Notice shall clearly identify the end of person or person making the 90-Offer and include such information as is known by the Sellor about such person or persons. If the Potential Preemptor gives notice to the Sellor electing to accept the 1st Offer within the 60 day period, such acceptance shall constitute a binding agreement of purchase and sale between the Sellor and the Potential Preemptor in respect of the Offered Interest on the terms and conditions set out in the Notice. If the Potential Preemptor does not accept the 1st Offer within the 60 day period, the Sellor may complete a sale and purchase of the Offered Interest to the person or persons making the Offer on the terms and conditions set out in the Notice and such sale and purchase shall be completed within 100 days of the expiration of the right of the Potential Preemptor to accept the 1st Offer provided for in this Section 7.1, failing which the Sellor must again comply with the provisions of this Section 7.1 in respect to a sale and purchase of the Offered Interest. Nothing in this Section 7 shall prevent a party from soliciting offers from third parties to purchase its Interest, provided, however, that no party shall make offers to third parties to Sell its Interest if the effect of such an offer would avoid the application of the provisions of this Section 7.1.
7.2 The Sellor may Sell all or any Transmission Owner portion of its Interest to an Affiliate of the Sellor. For purposes of clarity, such sale, transfer, assignment or disposal is not subject to Section 7.1, provided, however, that if control over such Affiliate is immediately transferred to a third party or if such transactiion is merely an attempt at avoiding the provisions of Section 7.1, then the provisions of Section 7.1 shall be deemed to apply to such transaction and such transaction shall have failed no effect, unless the Potential Preemptor subsequently declines to accept such offerexercise its right to acquire the Offered Interest pursuant to Section 7.1.
7.3 Should the Sellor Sell only a portion of its Interest to a third party (“New Party”), the proportionate interest offered to such Transmission Owner Sellor and the New Party shall be offered on deemed to be one continuing party for purposes of this Agreement and the Sellor shall be deemed to be such continuing party and shall act as an agent for the New Party hereunder.
7.4 This Agreement shall be binding upon and enure to the benefit of the parties’ successors and permitted assignees, provided, however, that any assignment by the Sellor of all or any portion of its rights or obligations hereunder shall include a pro rata basis provision whereby the New Party agrees to abide by the terms of this Agreement, including the provision of this Section 7, and assume all of the liabilities and obligations of the Sellor under this Agreement, whether accruing before or becoming due after such assignment. The Sellor and New Party shall execute such agreements or documents as may be reasonably required in this regard by the other party to this Agreement. No assignment shall serve to release or discharge the Sellor from any of the said liabilities or obligations, unless all of the rights and obligations of the Sellor have been assigned to the New Party and the other party has released the Sellor.
7.5 Subsequent to the exercise of the Option, Section 7.1 shall no longer have effect.
7.6 Notwithstanding the foregoing part of this Section 7 and in addition to the other Transmission Ownersobligations imposed upon the Optionee pursuant to this Section 7, who the Optionee shall have not Sell all or any portion of its Interest to a further period of 7 days to accept New Party, unless the sameNew Party passes the Financial Test. The process referred to in the immediately preceding sentence “Financial Test” shall be repeated until all Transmission Owners then being offered an interest shall have failed to accept such offer.passed by the New Party where its:
(ga) To assets net of liabilities are in excess of C$5,000,000; and
(b) gross revenues are in excess of C$3,000,000; and the New Party is not then contemplating bankruptcy, liquidation, dividends in-kind or any other Person with transaction or event that would substantially affect its ability to assume the written consent of all Transmission Owners. Transfers or assignments shall not relieve any Transmission Owner of any obligation obligations hereunder, except to the extent agreed in writing by all other Transmission Owners. Any attempted or purported transfer made other than in accordance with this Section 28 either voluntarily or by operation of law shall be void and of no effect.
Appears in 1 contract
Transfers and Assignments. All 7.1 No party (“Sellor”) shall sell, transfer, assign or any part otherwise dispose of the interest of each Transmission Owner in the Transmission System (“Sell” or any part thereof, and “Sale”) all or any part portion of its right, title and interest in and to the Property or its rights set forth in the Project Agreements which relate to such interestand obligations under this Agreement (“Interest”), may be transferred and assigned as follows, but not otherwiseexcept:
(a) To any mortgagee, trustee or other secured party, as security for bonds or other indebtedness Pursuant to an agreement in which the consideration is expressed in lawful money of such Transmission Owner, present or future, and such secured party may transfer or assign the interest given as security pursuant to, or in lieu of, a foreclosure of the lien (Canada or the exercise United States of power of sale) held by such secured party, provided that the transferee or assignee assumes all of the duties and obligations of the Transmission Owner making the transfer or assignment under the Project Agreements which relate to the interest being transferred or assignedAmerica;
(b) To As a single transaction not directly or indirectly part of some other sale or purchase or agreement of any financial institution leasing an interest in the Project to the Transmission Owner making the transfer or assignment provided that such financial institution shall not transfer or assign the interest transferred or assigned to it other than to such Transmission Owner or, the transferee or assignee of such financial institution’s interest in the project;nature whatsoever; and,
(c) To any financial institution acting as trustee under a construction trust agreement Otherwise in accordance with this Section 7. If the Transmission Owner making the transfer or assignment in the Project; provided that such financial institution shall not transfer or assign the interest transferred or assigned to it other than to such Transmission Owner or the transferee or assignee of such financial institution’s interest in the Project.
(d) To any Person in the electric utility business into which or with which the Transmission Owner making the transfer may be merged or consolidated or to which the Transmission Owner transfers substantially all of its assets;
(e) To any Person wholly owning, wholly owned by, or wholly owned in common with the Transmission Owner making the transfer;
(f) To any other Person, provided that the Transmission Owner shall first offer to transfer its interest or any part thereof to the other Transmission Owners, at the amount of, and on terms not less advantageous than, those of Sellor receives a bona fide offer from a buyer able and willing third party to purchase such Transmission Owner’s interest. The Sell all or any portion of its Interest (“Offered Interest”) and intends to accept such interest offer (the “Offer”), the Sellor, prior to be offered accepting the Offer, shall give notice in writing to each Transmission Owner pursuant to this subsection the other party (fthe “Potential Preemptor”) of the Offer together with a copy of the Offer, which shall be equal in written form (the “Notice’). A Notice shall be deemed to constitute an offer (“1st Offer”) by the Sellor to the proportionate interest of such Transmission Owner Potential Preemptor to Sell the Offered Interest on the terms and conditions set out in the Transmission System after excluding the interest being offered. The initial offer Notice and shall be kept open for acceptance by the Potential Preemptor for a period of 90 days60 days from the date of its receipt by the Potential Preemptor. If, at Such Notice shall clearly identify the end of person or person making the 90-Offer and include such information as is known by the Sellor about such person or persons. If the Potential Preemptor gives notice to the Sellor electing to accept the 1st Offer within the 60 day period, such acceptance shall constitute a binding agreement of purchase and sale between the Sellor and the Potential Preemptor in respect of the Offered Interest on the terms and conditions set out in the Notice. If the Potential Preemptor does not accept the 1st Offer within the 60 day period, the Sellor may complete a sale and purchase of the Offered Interest to the person or persons making the Offer on the terms and conditions set out in the Notice and such sale and purchase shall be completed within 100 days of the expiration of the right of the Potential Preemptor to accept the 1st Offer provided for in this Section 7.1, failing which the Sellor must again comply with the provisions of this Section 7.1 in respect to a sale and purchase of the Offered Interest. Nothing in this Section 7 shall prevent a party from soliciting offers from third parties to purchase its Interest, provided, however, that no party shall make offers to third parties to Sell its Interest if the effect of such an offer would avoid the application of the provisions of this Section 7.1.
7.2 The Sellor may Sell all or any Transmission Owner portion of its Interest to an Affiliate of the Sellor. For purposes of clarity, such sale, transfer, assignment or disposal is not subject to Section 7.1, provided, however, that if control over such Affiliate is immediately transferred to a third party or if such transactiion is merely an attempt at avoiding the provisions of Section 7.1, then the provisions of Section 7.1 shall be deemed to apply to such transaction and such transaction shall have failed no effect, unless the Potential Preemptor subsequently declines to accept such offerexercise its right to acquire the Offered Interest pursuant to Section 7.1.
7.3 Should the Sellor Sell only a portion of its Interest to a third party (“New Party”), the proportionate interest offered to such Transmission Owner Sellor and the New Party shall be offered on deemed to be one continuing party for purposes of this Agreement and the Sellor shall be deemed to be such continuing party and shall act as an agent for the New Party hereunder.
7.4 This Agreement shall be binding upon and enure to the benefit of the parties’ successors and permitted assignees, provided, however, that any assignment by the Sellor of all or any portion of its rights or obligations hereunder shall include a pro rata basis provision whereby the New Party agrees to abide by the terms of this Agreement, including the provision of this Section 7, and assume all of the liabilities and obligations of the Sellor under this Agreement, whether accruing before or becoming due after such assignment. The Sellor and New Party shall execute such agreements or documents as may be reasonably required in this regard by the other party to this Agreement. No assignment shall serve to release or discharge the Sellor from any of the said liabilities or obligations, unless all of the rights and obligations of the Sellor have been assigned to the New Party and the other party has released the Sellor.
7.5 Subsequent to the exercise of the Option, Section 7.1 shall no longer have effect.
7.6 Notwithstanding the foregoing part of this Section 7 and in addition to the other Transmission Ownersobligations imposed upon the Optionee pursuant to this Section 7, who the Optionee shall not Sell all or any portion of its Interest to a New Party, unless the New Party passes the Financial Test. The “Financial Test” shall be passed by the New Party where its:
(a) assets net of liabilities are in excess of C$25,000,000; and
(b) gross revenues are in excess of C$25,000,000; and the New Party is not then contemplating bankruptcy, liquidation, dividends in-kind or any other transaction or event that would substantially affect its ability to assume the obligations hereunder.
7.8 For purposes of this Article 7, Tan Range Exploration Corporation, Tanzanian American International Development Corporation 2000 Limited and Tancan Mining Company Limited shall be treated as one party and Tan Range Exploration Corporation shall act as agent for the others.
7.9 It is understood and agreed that the transfer of control over the Optionee to a party that is not a shareholder of the Optionee at present (or does not have a further period sufficient shareholding to control the Optionee at present) will not constitute a Sale for purposes of 7 days to accept the same. The process referred to in the immediately preceding sentence shall be repeated until all Transmission Owners then being offered an interest shall have failed to accept such offerthis Article 7.
(g) To any other Person with the written consent of all Transmission Owners. Transfers or assignments shall not relieve any Transmission Owner of any obligation hereunder, except to the extent agreed in writing by all other Transmission Owners. Any attempted or purported transfer made other than in accordance with this Section 28 either voluntarily or by operation of law shall be void and of no effect.
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