Common use of Consent to Transfer Clause in Contracts

Consent to Transfer. (a) No Unitholder shall Transfer all or any part of any interest in any Equity Securities except in compliance with this Article X and any other agreement binding upon such Unitholder which restricts the Transfer of Equity Securities (including any Senior Management Agreement or other Equity Agreement). No Unitholder (other than a holder of Investor Equity) shall Transfer all or any part of any interest in any Equity Securities without first obtaining the Board’s prior written consent, which consent may be withheld in the Board’s sole discretion; provided that such Unitholder may Transfer Equity Securities (without the Board’s prior written consent, but subject to the other provisions of this Agreement) (i) pursuant to an Approved Sale, (ii) pursuant to Section 10.2 (but not as a Transferring Unitholder), (iii) pursuant to the forfeiture or repurchase provisions set forth in any applicable Senior Management Agreement or other Equity Agreement, (iv) subject to Section 10.5(a), to such Unitholder’s Permitted Transferees provided that the ultimate parent of such Unitholder retains, directly or indirectly, voting control of such Equity Securities and (v) pursuant to Section 10.11 (collectively, the “Exempt Transfers”); provided that if such Unitholder Transfers any interests in any Equity Securities to a Permitted Transferee and such Person ceases to be a Permitted Transferee of such Unitholder, then such Person shall, upon ceasing to be a Permitted Transferee, Transfer such interest to the Unitholder making such Transfer. Upon the Transfer of Equity Securities pursuant to clause (iv) above, the transferring holder of Equity Securities shall deliver a written notice (a “Transfer Notice”) to the LLC, which shall disclose in reasonable detail the identity of the Permitted Transferee(s) (and, if any such Permitted Transferee is an entity, the beneficial owner(s) thereof). The holders of Investor Equity, subject to the restrictions on transfer set forth in the Registration Agreement (including in Section 3 thereof) or any agreement executed pursuant thereto, may Transfer all or any interest in Investor Equity at any time subject only to the restrictions on Transfer, if any, that are applicable to such Transfer pursuant to Sections 10.2, 10.3, and 10.5. The limitations on Transfer set forth in this Section 10.1, shall not apply to any public offering of Equity Securities pursuant to an effective registration statement pursuant to the Securities Act or in compliance with Rule 144 promulgated thereunder. Notwithstanding anything to the contrary in this Agreement, no Unitholder shall Transfer any Unit if such Transfer would cause the LLC to be in violation of, or unable to certify compliance with, any applicable material Law, including any foreign ownership rule or regulation of the FCC, or create any material risk of loss of any FCC license or other material approval or permit.

Consent to Transfer. (a) No Unitholder shall Transfer all or any part Lender hereby consents to the transfer of any interest in any Equity Securities except in compliance with this Article X and any other agreement binding upon such Unitholder which restricts the Transfer of Equity Securities (including any Senior Management Agreement or other Equity Agreement). No Unitholder (other than a holder of Investor Equity) shall Transfer all or any part of any interest in any Equity Securities without first obtaining the Board’s prior written consent, which consent may be withheld in the Board’s sole discretion; provided that such Unitholder may Transfer Equity Securities (without the Board’s prior written consent, but Property from Seller to Buyer subject to satisfaction of all of the following conditions precedent and the other provisions terms of this Agreement) : o)the complete execution and acknowledgment of this Agreement by all of the parties hereto and the delivery thereof to Lender for recordation concurrently with the closing of Buyer’s acquisition of the Property as contemplated by the Contract of Sale (i) pursuant to an Approved Sale, (ii) pursuant to Section 10.2 (but not as a Transferring Unitholder), (iii) pursuant to the forfeiture or repurchase provisions set forth in any applicable Senior Management Agreement or other Equity Agreement, (iv) subject to Section 10.5(a), to such Unitholder’s Permitted Transferees provided that the ultimate parent of such Unitholder retains, directly or indirectly, voting control of such Equity Securities and (v) pursuant to Section 10.11 (collectively, the “Exempt TransfersClosing”); provided that if such Unitholder Transfers any interests in any Equity Securities to a Permitted Transferee p)recordation and such Person ceases to be a Permitted Transferee of such Unitholderfiling, then such Person shallas appropriate, upon ceasing to be a Permitted Transferee, Transfer such interest to the Unitholder making such Transfer. Upon the Transfer of Equity Securities pursuant to clause (iv) above, the transferring holder of Equity Securities shall deliver a written notice (a “Transfer Notice”) to the LLC, which shall disclose in reasonable detail the identity at Closing of the Permitted Transferee(sNew Financing Statements (defined below) (and, if any such Permitted Transferee is an entity, the beneficial owner(s) thereof). The holders in form and substance satisfactory to Lender; q)the delivery to Lender of Investor Equity, subject to the restrictions on transfer satisfactory evidence of Buyer’s satisfaction of all insurance requirements as set forth in the Registration Agreement Loan Documents; r)the issuance to Lender of the Title Endorsements (including defined below) in form and substance acceptable to Lender; s)the full release and reconveyance of any other liens or monetary encumbrances against the Property which are not in favor of Lender; t)the payment to Lender of the Assumption Fee (defined below), and the Note installment and all other payments, fees and expenses required by Section 3 thereof) of this Agreement to be paid at Closing by Buyer and/or Seller or as required by any agreement executed pursuant theretoof the Loan Documents; u)the delivery of evidence of the capacity and authority of Seller, may Transfer all or any interest Buyer, Original Guarantor and Guarantor to consummate the transactions contemplated in Investor Equity at any time subject only to the restrictions on Transfer, if any, that are applicable to such Transfer pursuant to Sections 10.2, 10.3, and 10.5. The limitations on Transfer set forth in this Section 10.1, shall not apply to any public offering Contract of Equity Securities pursuant to an effective registration statement pursuant to the Securities Act or in compliance with Rule 144 promulgated thereunder. Notwithstanding anything to the contrary in Sale and/or this Agreement, as the case may be, consents and resolutions of Seller and Buyer authorizing the transactions contemplated in this Agreement and/or the Contract of Sale together with a true, correct and complete copy of the operating, LLC or company agreements of Buyer, as amended, which shall include, without limitation, certain “special purpose entity” provisions acceptable to Lender which shall include, without limitation, those provisions required in the Loan Documents, all in form and substance satisfactory to Lender; v)intentionally omitted; w)a current written opinion of counsel for Buyer, in form and substance satisfactory to Lender, to the effect, among other things as Lender may require, that the Loan is not usurious or otherwise illegal under applicable law, that the Loan Documents, as amended, and this Agreement are valid and binding upon Buyer, and are enforceable in accordance with their terms, that the persons executing this Agreement and any other documents, instruments or agreements related hereto have the requisite authority to execute such documents on behalf of Buyer and that Buyer has authorized the execution of this Agreement and the documents contemplated hereby; x)Buyer and/or Seller shall pay all costs of Buyer, Seller and Lender associated with Closing and/or this Agreement; y)all monthly debt service payments and real estate taxes and insurance premiums, must be current; z)Buyer shall provide to Lender evidence, in a form and substance satisfactory to Lender, that all insurance premiums due to maintain all insurance required by the Security Instrument have been paid in full as of the date of this Agreement and that no Unitholder delinquencies exist with regard to same; aa)Buyer shall Transfer provide to Lender evidence, in form and substance satisfactory to Lender, that all taxes, charges, assessments, and impositions of any Unit if such Transfer would cause kind have been paid in full as of the LLC date of this Agreement and that no delinquencies exist with regard to same; bb)copies of all management or other similar agreements in form and substance satisfactory to Lender and certified by Buyer to be in violation oftrue and correct; and cc)Buyer and Seller shall execute and deliver to Lender any and all other documents, or unable to certify compliance with, any applicable material Law, including any foreign ownership rule or regulation instruments and agreements reasonably necessary for the completion of the FCC, transaction contemplated by this Agreement. The validity and effect of this Agreement including the consent of Lender as contemplated herein are wholly conditioned on delivery of aforesaid items to Lender on or create any material risk of loss of any FCC license or other material approval or permitbefore the Closing.

Consent to Transfer. (a) No Unitholder Lender shall Transfer all or any part consent to the transfer of any interest in any Equity Securities except in compliance with this Article X and any other agreement binding upon such Unitholder which restricts the Transfer of Equity Securities (including any Senior Management Agreement or other Equity Agreement). No Unitholder (other than a holder of Investor Equity) shall Transfer all or any part of any interest in any Equity Securities without first obtaining the Board’s prior written consent, which consent may be withheld in the Board’s sole discretion; provided that such Unitholder may Transfer Equity Securities (without the Board’s prior written consent, but Property from Seller to Buyer subject to satisfaction of all of the following conditions precedent and the other provisions terms of this Agreement: o) the complete execution and acknowledgment of this Agreement by all of the parties hereto and the delivery thereof to Lender for recordation concurrently with the closing of Buyer’s acquisition of the Property as contemplated by the Contract of Sale (i) pursuant to an Approved Sale, (ii) pursuant to Section 10.2 (but not as a Transferring Unitholder), (iii) pursuant to the forfeiture or repurchase provisions set forth in any applicable Senior Management Agreement or other Equity Agreement, (iv) subject to Section 10.5(a), to such Unitholder’s Permitted Transferees provided that the ultimate parent of such Unitholder retains, directly or indirectly, voting control of such Equity Securities and (v) pursuant to Section 10.11 (collectively, the “Exempt TransfersClosing”); provided that if such Unitholder Transfers any interests in any Equity Securities to a Permitted Transferee p) recordation and such Person ceases to be a Permitted Transferee of such Unitholderfiling, then such Person shallas appropriate, upon ceasing to be a Permitted Transferee, Transfer such interest to the Unitholder making such Transfer. Upon the Transfer of Equity Securities pursuant to clause (iv) above, the transferring holder of Equity Securities shall deliver a written notice (a “Transfer Notice”) to the LLC, which shall disclose in reasonable detail the identity at Closing of the Permitted Transferee(sNew Financing Statements (defined below) (and, if any such Permitted Transferee is an entity, in form and substance satisfactory to Lender; q) the beneficial owner(s) thereof). The holders delivery to Lender of Investor Equity, subject to the restrictions on transfer satisfactory evidence of Buyer’s satisfaction of all insurance requirements as set forth in the Registration Agreement Loan Documents; r) the issuance to Lender of the Title Endorsements (including defined below) in form and substance acceptable to Lender; s) the full release and reconveyance of any other liens or monetary encumbrances against the Property which are not in favor of Lender other than liens for property taxes and assessments not yet due and payable; t) the payment to Lender of the Assumption Fee (defined below), and the Note installment and all other payments, fees and expenses required by Section 3 thereofof this Agreement to be paid at Closing by Buyer and/or Seller or as required by any of the Loan Documents; u) or any agreement executed pursuant theretothe delivery of evidence of the capacity and authority of Seller, may Transfer all or any interest Buyer, Original Guarantor and Guarantor to consummate the transactions contemplated in Investor Equity at any time subject only to the restrictions on Transfer, if any, that are applicable to such Transfer pursuant to Sections 10.2, 10.3, and 10.5. The limitations on Transfer set forth in this Section 10.1, shall not apply to any public offering Contract of Equity Securities pursuant to an effective registration statement pursuant to the Securities Act or in compliance with Rule 144 promulgated thereunder. Notwithstanding anything to the contrary in Sale and/or this Agreement, as the case may be, consents and resolutions of Seller and Buyer authorizing the transactions contemplated in this Agreement and/or the Contract of Sale together with a true, correct and complete copy of the Operating Agreement of Buyer, as amended and/or restated, which shall include, without limitation, certain “special purpose vehicle” provisions acceptable to Lender which shall include, without limitation, those provisions required in the Loan Documents, all in form and substance satisfactory to Lender; v) a written consent and subordination from each and every party holding a subordinate lien or interest on the Property, to provide their respective consents in all respects to the transactions set forth herein and their continued subordination of their respective liens to the Loan Documents, each in form and substance satisfactory to Lender; w) a current written opinion of counsel for Buyer, in form and substance satisfactory to Lender, to the effect, among other things as Lender may require, that the Loan is not usurious or otherwise illegal under applicable law, that the Loan Documents, as amended, and this Agreement are valid and binding upon Buyer, and are enforceable in accordance with their terms, that the persons executing this Agreement and any other documents, instruments or agreements related hereto have the requisite authority to execute such documents on behalf of Buyer and that Buyer has authorized the execution of this Agreement and the documents contemplated hereby; x) Buyer and/or Seller shall pay all costs of Buyer, Seller and Lender associated with Closing and/or this Agreement; y) all monthly debt service payments and real estate taxes and insurance premiums, must be current; z) Buyer shall provide to Lender evidence, in a form and substance satisfactory to Lender, that all insurance premiums due to maintain all insurance required by the Mortgage have been paid in full as of the date of this Agreement and that no Unitholder delinquencies exist with regard to same; aa) Buyer shall Transfer provide to Lender evidence, in form and substance satisfactory to Lender, that all taxes, charges, assessments, and impositions of any Unit if such Transfer would cause kind have been paid in full as of the LLC date of this Agreement and that no delinquencies exist with regard to same; bb) a current survey of the Property, in form and substance satisfactory to Lender; cc) uniform commercial code searches and tax lien searches satisfactory to Lender; dd) copies of all management or other similar agreements, to be in violation ofform and substance satisfactory to Lender and certified by Buyer to be true and correct, or unable together with true and correct copies of a tenant estoppel for each tenant; ee) Buyer and Seller shall execute and deliver to certify compliance withLender any and all other documents, any applicable material Law, including any foreign ownership rule or regulation instruments and agreements reasonably necessary for the completion of the FCC, transaction contemplated by this Agreement; and ff) the delivery to Lender by Seller and/or Buyer of all items identified on that certain closing checklist heretofore furnished by Lender to Seller and Buyer. The validity and effect of this Agreement including the consent of Lender as contemplated herein are wholly conditioned on delivery of aforesaid items to Lender on or create any material risk of loss of any FCC license or other material approval or permitbefore the Closing.

Consent to Transfer. (a) No Unitholder Lender shall Transfer all or any part consent to the transfer of any interest in any Equity Securities except in compliance with this Article X and any other agreement binding upon such Unitholder which restricts the Transfer of Equity Securities (including any Senior Management Agreement or other Equity Agreement). No Unitholder (other than a holder of Investor Equity) shall Transfer all or any part of any interest in any Equity Securities without first obtaining the Board’s prior written consent, which consent may be withheld in the Board’s sole discretion; provided that such Unitholder may Transfer Equity Securities (without the Board’s prior written consent, but Property from Seller to Buyer subject to satisfaction of all of the following conditions precedent and the other provisions terms of this Agreement) : (i) pursuant the complete execution and acknowledgment of this Agreement by all of the parties hereto and the delivery thereof to an Approved Sale, Lender for recordation concurrently with the closing of Buyer's acquisition of the Property as contemplated by the Contract of Sale (the "Closing"); (ii) pursuant recordation and filing, as appropriate, at Closing of the New Financing Statements (defined below) in form and substance satisfactory to Section 10.2 (but not as a Transferring Unitholder), Lender; (iii) pursuant the delivery to the forfeiture or repurchase provisions set forth in any applicable Senior Management Agreement or other Equity Agreement, (iv) subject to Section 10.5(a), to such Unitholder’s Permitted Transferees provided that the ultimate parent Lender of such Unitholder retains, directly or indirectly, voting control satisfactory evidence of such Equity Securities and (v) pursuant to Section 10.11 (collectively, the “Exempt Transfers”); provided that if such Unitholder Transfers any interests in any Equity Securities to a Permitted Transferee and such Person ceases to be a Permitted Transferee Buyer's satisfaction of such Unitholder, then such Person shall, upon ceasing to be a Permitted Transferee, Transfer such interest to the Unitholder making such Transfer. Upon the Transfer of Equity Securities pursuant to clause (iv) above, the transferring holder of Equity Securities shall deliver a written notice (a “Transfer Notice”) to the LLC, which shall disclose in reasonable detail the identity of the Permitted Transferee(s) (and, if any such Permitted Transferee is an entity, the beneficial owner(s) thereof). The holders of Investor Equity, subject to the restrictions on transfer all insurance requirements as set forth in the Registration Agreement Loan Documents; (including iv) the issuance to Lender of the Title Endorsements (defined below) in form and substance acceptable to Lender; (v) the full release and reconveyance of any other liens or monetary encumbrances against the Property which are not in favor of Lender other than liens for property taxes and assessments not yet due and payable; (vi) the payment to Lender of the Assumption Fee (defined below), and the Note installment and all other payments, fees and expenses required by Section 3 thereofof this Agreement to be paid at Closing by Buyer and/or Seller or as required by any of the Loan Documents; (vii) or any agreement executed pursuant theretothe delivery of evidence of the capacity and authority of Seller, may Transfer all or any interest Buyer, Original Guarantor and Guarantor to consummate the transactions contemplated in Investor Equity at any time subject only to the restrictions on Transfer, if any, that are applicable to such Transfer pursuant to Sections 10.2, 10.3, and 10.5. The limitations on Transfer set forth in this Section 10.1, shall not apply to any public offering Contract of Equity Securities pursuant to an effective registration statement pursuant to the Securities Act or in compliance with Rule 144 promulgated thereunder. Notwithstanding anything to the contrary in Sale and/or this Agreement, no Unitholder shall Transfer any Unit if such Transfer would cause as the LLC to be case may be, consents and resolutions of Seller and Buyer authorizing the transactions contemplated in violation ofthis Agreement and/or the Contract of Sale together with a true, or unable to certify compliance with, any applicable material Law, including any foreign ownership rule or regulation correct and complete copy of the FCCOperating Agreement of Buyer, as amended and/or restated, which shall include, without limitation, certain "special purpose vehicle" provisions acceptable to Lender which shall include, without limitation, those provisions required in the Loan Documents, all in form and substance satisfactory to Lender; (viii) a written consent and subordination from each and every party holding a subordinate lien or create any material risk interest on the Property, to provide their respective consents in all respects to the transactions set forth herein and their continued subordination of loss of any FCC license or other material approval or permit.their respective liens to the Loan