Entity Transfer Provisions Clause Samples

Entity Transfer Provisions. For the purposes hereof, the term "Sold Entity" shall mean any entity wholly owned (directly or indirectly) by the Seller and now or hereafter owning one or more of the Properties to be acquired pursuant to this Agreement. If the Seller reasonably determines, prior to the Closing, that a transfer of all of Seller's interests in and to the Sold Entity to the Company or the SPE Entities (each such sequence of transactions, or any portion thereof, an "Entity Transfer") in lieu of an asset sale of such Properties as otherwise provided under this Agreement, would result in a savings in costs, expenses or other liabilities to be incurred by Seller hereunder or in connection herewith, then the Seller shall, at least ten (10) Business Days before the Closing, notify the Relevant Purchasers of Seller's desire to effectuate such Entity Transfer and the Relevant Purchasers shall, within five (5) Business Days of such notice, notify Seller of the Relevant Purchasers' approval or disapproval of such request for an Entity Transfer; provided, however, that such approval shall not be unreasonably withheld or conditioned if the cooperation required of the Relevant Purchasers to effectuate such Entity Transfer shall not result in any unreimbursed increased cost or expense (other than the expense for additional Searches) or any materially increased obligations or liabilities of the Company (other than those customarily arising in connection with the transfer of interests in an entity owning similar property or properties in lieu of transfers of the underlying property or properties). Failure of the Relevant Purchasers to respond within the aforementioned five (5) Business Day period shall be deemed approval of such Entity Transfer. The Relevant Purchasers shall reasonably cooperate with Seller to effectuate each Entity Transfer that is approved or deemed approved by the Relevant Purchasers. In connection with each such Entity Transfer, Seller shall (i) provide, in writing, as of the Closing Date, such additional representations and warranties related to such Sold Entity (or the interests in such Sold Entity that are subject to the Entity Transfer) as may be reasonably requested by the Company and customarily required in similar transactions, and (ii) provide to the Relevant Purchaser at the Closing (A) subject to the Cap, an indemnity in favor of the Relevant Purchasers for losses related to such Sold Entity for matters arising prior to the Closing Date, in form and substanc...