Change in Ownership Conveyance of Property Clause Samples

Change in Ownership Conveyance of Property. 10.1 CONVEYANCE OF PROPERTY, CHANGE IN OWNERSHIP AND COMPOSITION. (a) Trustor shall not cause or permit: (i) the Property or any interest in the Property, to be conveyed, transferred, assigned, encumbered, sold or otherwise disposed of; or (ii) any transfer, assignment or conveyance of any interest in Trustor or in the partners, or stockholders, or members or beneficiaries of, Trustor or of any of Trustor's Constituents or (iii) any merger, reorganization, dissolution or other change in the ownership structure of Trustor or any of the general partners of Trustor, including, without limitation, any conversion of Trustor or any general partner of Trustor from a general partnership to a limited partnership, a limited liability partnership or a limited liability company (collectively, "Transfers"). (b) The prohibitions on transfer shall not be applicable to (i) Transfers as a result of the death of a natural person who is Trustor; or (ii) Transfers in connection with estate planning between or among a revocable trust or a natural person to a spouse, son or daughter or descendant of either, a stepson or stepdaughter or descendant of either; or (iii) Transfers to or from a spouse in connection with the dissolution of a marriage, so long as Trustor pays to Beneficiary all costs and expenses incurred by Beneficiary in connection with any proposed Transfer pursuant to the preceding clauses (i), (ii), or (iii), if any, including without limitation title insurance premiums, documentation and recording costs, and reasonable attorneys' costs and fees. The prohibitions on transfer also shall not be applicable to day-to-day transfers of shares in the original Trustor (so long as it is a publicly held entity) that does not, individually or in the aggregate, cause a change in management or control of such entity. (c) Notwithstanding the foregoing, so long as no transfer pursuant to Section 10.1(d) or (e) below has occurred, Trustor shall have the right, not more than three (3) times during the term of the Loan, to transfer the Property to an entity directly or indirectly wholly-owned and controlled by Maguire Properties, L.P., a Maryland limited partnership ("Trustor Af▇▇▇▇▇▇▇"), provided that (i) there shall not then be a default hereunder or under any of the other Loan Documents, or the Guaranty or the Indemnity Agreement or any event which would, after the passage of time or the giving of notice, or both, constitute such a default; (ii) Maguire Properties, Inc., a Maryl...