Assumption/Transfer Clause Samples

Assumption/Transfer. Notwithstanding the provisions of Section 8.1(1), the following Transfers and other transactions shall be permitted and not be deemed a violation or breach of the provisions of Section 8.1(1): (a) The issuance or Transfer of securities in the Company as long as there is no Change of Control; and (b) A one-time assumption of the Loan in the event of a Change of Control, a sale of the Company, a merger of the Company into a public company or privately held company, a Transfer of all or a majority of the ownership interest in the Company, a sale or other transfer (in one transaction or a series of related transactions) of a majority of the assets owned directly or indirectly by the Company, or a similar transaction involving the Company, provided that: (i) Lender receives at least sixty (60) days' notice of such Transfer; (ii) such transfer may only occur after the end of the 6th month following the Closing Date and before the end of the 51st month following the Closing Date; (iii) the tangible net worth, exclusive of goodwill, of the surviving entity shall be at least 20% greater than the net worth of the Company and such entity will otherwise be of equal or greater creditworthiness than the Company; (iv) the surviving entity shall have a ratio of debt to gross book assets that does not exceed 55%; (v) the surviving entity and its Interest Holders comply with the requirement set forth in the last paragraph of Section 8.1(1); (vi) neither the surviving entity nor any Person Controlling, Controlled by or under common Control with the surviving entity has been involved in any material litigation with Lender or has defaulted on any material obligations owed to Lender; (vii) Borrower shall provide Lender with all information reasonably requested by Lender to evaluate the Transfer and copies of all operative documents effecting the Transfer; (viii) the surviving entity has no less experience in the ownership and asset management of hotel assets than Borrower and the Company and is otherwise approved by Lender, which approval shall not be unreasonably withheld, conditioned or delayed; (ix) Borrower and any successor to the Company shall execute all documents required by the Company to assume or confirm the transferee's obligations under the Loan Documents; (x) no Potential Default or Event of Default then exists under the Loan; (xi) Borrower shall pay all costs and expenses incurred by Lender in connection with any such Transfer; (xii) closing of the Transfer shall...