Transfers by Licensee Clause Samples

Transfers by Licensee. T-Mobile or LICENSEE may, without any approval or consent of LICENSOR or USCC, sell, convey, assign or transfer its rights and obligations under this MLA or any SLA: (i) to T-Mobile’s or LICENSEE’S Affiliates or Subsidiaries, (ii) to any entity that acquires all or substantially all of LICENSEE’S assets in the market defined by the FCC in which the Site is located, or (iii) by reason of a merger, acquisition, divestiture or other business reorganization, provided in any such case under subsections (i-iii) such assignee shall have the financial wherewithal to satisfy LICENSEE’s obligations under this MLA. In all other instances, LICENSEE may not sell, convey, assign or transfer its rights or obligations under this MLA and the SLAs without the written consent of LICENSOR, which such consent shall not be unreasonably withheld, conditioned or delayed.

Transfers by Licensee. The Licensee covenants and agrees that it shall not assign, give as security, sublicense, or in another way transfer all or part of the Licence, this Agreement, or possession of all of part of the Licensed Premises, or change the ownership of the Licensee, without the prior written consent of the Licensor, which may be unreasonably withheld or delayed.

Transfers by Licensee. A. Except as otherwise expressly provided herein, Licensee may not assign this Agreement or assign or sublicense any of its rights hereunder, or delegate any of its duties under this Agreement, or sell, transfer or dispose of all or substantially all of its assets relating to the MVW ▇▇▇▇-▇▇▇▇▇▇▇ Business, or merge or consolidate with any other entity in which Licensee is not the surviving entity, or engage in a transaction or series of related transactions that result in a Change in Control without Licensor’s prior written consent which it may grant or withhold in its sole discretion. Any such Transfer will be a material default under this Agreement, and Licensor shall be entitled to enjoin or obtain a court order prohibiting such Transfer without posting a bond. Licensee shall not make any Transfer to a Specially Designated National or Blocked Person; provided, however, that so long as the Ownership Interests in Licensee are publicly-traded on a U.S., nationally-recognized securities exchange, the purchase of publicly-traded Ownership Interests in Licensee by a Specially Designated National or Blocked Person shall not be deemed to be a violation of this sentence. If a Specially Designated National or Blocked Person acquires a Controlling Interest in Licensee, Licensor shall have the right to terminate this Agreement immediately upon notice to Licensee. B. Licensee will have the right to propose bulk sales of inventory of interests in ▇▇▇▇-▇▇▇▇▇▇▇ Destination Club Units and ▇▇▇▇-▇▇▇▇▇▇▇ Residential Units, provided that, if the purchaser of such inventory of interests wishes to use the Licensed Marks in connection with the re-sale of such interests, the following conditions must be met: (i) the proposed purchaser is not a Lodging Competitor; (ii) Licensee has obtained Licensor’s prior written approval of the proposed purchaser after having received all information reasonably requested by Licensor that Licensor requires in order to determine if the proposed purchaser meets Licensor’s qualifications; and (iii) Licensor and the proposed purchaser have negotiated and entered into a license agreement in form and substance acceptable to Licensor covering such interests.

Transfers by Licensee. Except as otherwise expressly provided herein, Licensee may not assign this Agreement or assign or sublicense any of its rights hereunder, or delegate any of its duties under this Agreement, or sell, transfer or dispose of all or substantially all of its assets relating to the Licensed Business, or merge or consolidate with any other entity in which Licensee is not the surviving entity, or engage in a transaction or series of related transactions that result in a Change in Control without Licensor’s prior written consent which it may grant or withhold in its sole discretion. Any such Transfer will be a material default under this Agreement, and Licensor shall be entitled to enjoin or obtain a court order prohibiting such Transfer without posting a bond. Licensee shall not make any Transfer to a Specially Designated National or Blocked Person; provided, however, that so long as the Ownership Interests in Licensee are publicly-traded on a U.S., nationally-recognized securities exchange, the purchase of publicly-traded Ownership Interests in Licensee by a Specially Designated National or Blocked Person shall not be deemed to be a violation of this sentence. If a Specially Designated National or Blocked Person acquires a Controlling Interest in Licensee, Licensor shall have the right to terminate this Agreement immediately upon notice to Licensee.

Transfers by Licensee. (a) Licensee may only Transfer its interest in the Residential Project or this Agreement: Mondrian Cancún Residences (i) with Licensor's consent;

Transfers by Licensee. This License is not transferrable and to change the License holder a new License must be approved by Licensor and, if approved, executed by the new licensee. Licensee understands and acknowledges that the rights and duties set forth in this Agreement are personal to Licensee, and that Licensor has entered into this Agreement in reliance on the business skill, financial capacity, and personal character of Licensee (if Licensee is an individual), and that of the partners, members, or stockholders of Licensee (if Licensee is a partnership, company, corporation, or other legal entity). Accordingly, neither Licensee nor any immediate or remote successor to any part of Licensee's interest in this Agreement, nor any individual, partnership, company, corporation, or other legal entity which directly or indirectly owns an Equity Interest (as defined herein) in Licensee shall sell, assign, transfer, convey, pledge, mortgage, encumber, or give away ("Transfer") any direct or Indirect Interest in this Agreement or Equity Interest in Licensee, except as provided in this Agreement. (1) Any purported transfer, by operation of law or otherwise, of any interest in this Agreement or any Equity Interest in Licensee not in accordance with the provisions of this Agreement shall be null and void and shall constitute a material breach of this Agreement, for which Licensor may terminate this Agreement upon notice without opportunity to cure pursuant to Paragraph 13.d. (2) References in this Agreement to "Equity Interests" shall mean (i) any direct or indirect beneficial interest in Licensee; (ii) any stock, membership or partnership interest in Licensee, or (iii) any stock, membership or partnership interest in any corporation, partnership, company, or other legal entity which is a partner, member or stockholder of Licensee. In addition, "publicly-traded equity interest" shall mean any Equity Interest which is traded on any securities exchange or is quoted in any publication or electronic reporting service maintained by the National Association of Securities Dealers, Inc. or any of its successors. In computing changes of Equity Interests limited partners will not be distinguished from general partners, and Licensor's judgment will be final if there is any question as to the definition of Equity Interest or as to the computation of relative Equity Interests, the principal considerations being: direct and indirect (i) power to exercise control over the affairs of Licensee; (ii) rig...

Transfers by Licensee. The rights and interest of Licensee under this Agreement are and shall remain personal to Licensee. Licensee recognizes that Licensor has granted the License in reliance on the business, financial capacity, personal skill, qualifications and representations of the owners of Licensee (the “Owner(s)”) and in reliance upon Section 13, 14, 15 and 23 of this Agreement and the Owners’ agreement to be bound thereby. Therefore, neither Licensee’s interest, rights or privileges in the Agreement, the License or the Center, nor the Owners’ interest in Licensee or the Owner(s), in whole or in part, voluntarily or involuntarily, by operation of law or otherwise, in any manner, except as provided in this Section 13. Notwithstanding the foregoing, an Owner may transfer all or a portion of his interest in Licensee to another Owner or to Licensee (such person or entity being referred to as a “Permitted Transferee”) and such transfer shall not be subject to the restrictions of this Section 13, including but not limited to the transfer fee set forth herein; provided, however, Licensee shall promptly notify Licensor of any such transfer. For purposes of this Agreement, the term “transfer” shall mean any issuance, sale, assignment, gift, pledge, mortgage or any other encumbrance (other than a lien against Licensee’s assets to secure a loan for the construction, remodeling, equipping or operation of the Center), transfer by bankruptcy, transfer by judicial order, merger, consolidation share exchange, transfer by operation of law or otherwise, whether direct or indirect, voluntary or involuntary.

Transfers by Licensee. Under no circumstances may Licensee transfer a Schedule (or any interest in a Schedule) independent of the entirety of this Agreement without the prior, written consent of PHI. In addition, Licensee may not assign this Agreement as a whole without the prior, written consent of PHI. In each such case, PHI may withhold its consent in its sole discretion, or may condition its consent upon payment of a transfer fee (in an amount determined by PHI from time to time). Licensee may make transfers (that do not constitute assignments) of this Agreement as a whole without PHI's prior consent, but PHI may (after any such transfer) terminate this Agreement in accordance with Section 16.4.

Transfers by Licensee