Certain Transfers Excluded Clause Samples
The "Certain Transfers Excluded" clause defines specific types of asset or interest transfers that are not permitted under the agreement. In practice, this clause typically lists particular transactions—such as assignments to competitors, transfers without prior consent, or transfers that would violate laws—that are expressly excluded from the rights granted to the parties. By clearly identifying which transfers are not allowed, the clause helps prevent unauthorized or undesirable changes in ownership or control, thereby protecting the interests of the parties and maintaining the intended structure of the agreement.
Certain Transfers Excluded. Notwithstanding the foregoing and subject to Section 5.03 and 5.04 below, Section 5.01 shall not apply to transfers of publicly traded REIT stock in the REIT Corporation, and Section 5.01 shall not apply to transfers of limited partnership interests in the Operating Partnership or to the admission of additional limited partners in the Operating Partnership.
Certain Transfers Excluded. Sections 3.01(b)-(e), 3.02 and 3.03 shall not apply to any Transfer by a Stockholder of Company Securities to a Permitted Transferee of such Stockholder. Notwithstanding the foregoing, if, while a Permitted Transferee holds any Company Securities, such Person would cease to qualify as a Permitted Transferee in relation to the initial transferring Stockholder from whom or which such Permitted Transferee or any previous Permitted Transferee of such initial transferring Stockholder received such securities (an “Unwinding Event”), then the relevant initial transferor Stockholder shall forthwith notify the other Stockholders and the Company of the pending occurrence of such Unwinding Event and, prior to such Unwinding Event, such initial transferor Stockholder and such transferee shall take all actions necessary to effect a Transfer of all the Company Securities held by such transferee either back to such initial Stockholder or to another Person that qualifies as a Permitted Transferee of such initial Stockholder.
Certain Transfers Excluded. TENANT'S Right of First Offer shall not apply to:
(i) any sale/leaseback transaction;
(ii) any sale or transfer of the Premises to any affiliate or subsidiary of LANDLORD;
(iii) if LANDLORD is an individual, any sale or transfer of the Premises to the spouse or a relative of LANDLORD, or to a trust for the benefit of the spouse or a relative of LANDLORD;
(iv) any transfer without consideration;
(v) any sale at public auction, or any subsequent transfer;
(vi) any sale to a buyer with the power of eminent domain, or any subsequent transfer;
(vii) any gift or devise, whether or not in trust;
(viii) any sale arising out of the foreclosure of any lien, or any subsequent transfer;
(ix) any judicial sale, or any subsequent transfer; or
(x) any deed granted in lieu of foreclosure, or any subsequent transfer.
Certain Transfers Excluded. The Right of First Offer shall not apply to the following (collectively, “Excluded Transfers”): (i) any sale/leaseback transaction; (ii) any sale or transfer of the Building or Project to an entity in which Landlord or a Landlord Affiliate (as defined below) has a controlling interest; (iii) any transfer without consideration, (iv) any sale of the Project as a whole, (v) any condemnation or eminent domain action or proceeding affecting all or any part of the Building by any governmental or quasi‑governmental authority for any public or quasi‑public use or purpose, including a sale thereof under threat of such a taking, (vi) any foreclosure proceeding or sale or any sale in lieu of a foreclosure affecting the Building, or (vii) any portfolio transaction that includes at least one other real estate asset consisting of a commercial building or land capable of accommodating a new commercial building. For purposes of this Lease, (A) “Landlord Affiliate” means, with respect to Landlord, any person or entity Controlling, Controlled by, or under common Control with Landlord, and (B) “Control” (and any form thereof, such as “Controlled” or “Controlling”) means with respect to any person or entity the possession directly or indirectly, through 21001083-v13 ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇—REGENXBIO INC.—Page 51 one or more intermediaries, of the power to: (1) vote more than 50% of the voting stock of such person or entity; or (2) direct or cause the direction of the management or policies of such person or entity, whether through the ownership of voting securities, membership interests, partnership interests, by contract, or otherwise.
Certain Transfers Excluded. The Right of First Offer shall not apply to the
Certain Transfers Excluded. (i) The following transfers are not assign- ments, sales, or transfers of mortgage loan servicing for purposes of this sec- tion if there is no change in the payee, address to which payment must be de- livered, account number, or amount of payment due:
(A) A transfer between affiliates;
(B) A transfer that results from mergers or acquisitions of servicers or subservicers;
(C) A transfer that occurs between master servicers without changing the subservicer;
(ii) The Federal Housing Administra- tion (FHA) is not required to provide to the borrower a notice of transfer where a mortgage insured under the National Housing Act is assigned to the FHA.
Certain Transfers Excluded. Tenant's right of first offer set forth in this Article shall not apply to:
(i) any sale or transfer of the Premises to a partnership, corporation, limited liability company, or other business entity or trust in which Landlord or any principal of Landlord has an interest of at least ten percent (10%);
(ii) any sale or transfer of the Premises to the spouse or a relative of a principal of Landlord, or to a trust for the benefit of the spouse or a relative of a principal of Landlord;
(iii) any sale or transfer which includes a real property or properties in addition to the Premises;
(iv) any sale or transfer pursuant to a superior mortgage (including without limitation by foreclosure or deed in lieu of foreclosure); or
(v) any transfer without consideration.
Certain Transfers Excluded. ▇▇▇▇▇▇▇’▇ Right of First Offer shall not apply to any of the following (collectively, “Excluded Transfers”):
(a) any sale/leaseback transaction;
(b) any sale or transfer of the Property to a partnership, corporation, limited liability company, or trust in which Lessor has a controlling interest, that controls Lessor or that is under common control with Lessor;
(c) any sale or transfer of Lessor, by way of merger, consolidation or corporate reorganization, or by the purchase of all or substantially all of the assets or the ownership interests of Lessor;
(d) any sale or transfer of a controlling interest in Lessor and/or of any ownership interests in Lessor (unless Lessor is an entity that owns only the Project and all of the equity interest in Lessor is sold or transferred in an arms length transaction to a person or entity having no business relationship with Lessor (such that such sale or transfer, is in effect, equivalent to an arms-length sale of the Project), in which case such transaction shall be subject to the Right of First Offer);
(e) any transfer without consideration;
(f) any transfer of the Property as part of a package sale (i.e., one which includes other properties); or
(g) any transaction described in Paragraph 53.8, below.