Common use of No Conveyance Clause in Contracts

No Conveyance. Guarantor shall not sell, give, convey or otherwise transfer, directly or indirectly, any of the assets of Guarantor to any person (“Transferee”) if such transfer would cause the Net Worth of such Guarantor to be less than the amount required to be maintained under this Guaranty; provided, however, that the foregoing restriction shall not apply to any transfer of assets made after Guarantor’s death (if an individual) pursuant to any will, testament or applicable law of descent and distribution. Any transfer of assets that is prohibited by this section shall constitute an Event of Default under the Lease and shall be deemed to be a fraudulent conveyance against Landlord. In the event of any such prohibited transfer, Landlord shall be entitled to enforce this Guaranty against the Transferee and to seize all such transferred assets and apply the proceeds from such assets to payment of the Credit, whether matured or unmatured.

Appears in 2 contracts

Samples: Unconditional and Continuing Lease Guaranty (LifeCare Holdings, Inc.), Unconditional And (LifeCare Holdings, Inc.)

AutoNDA by SimpleDocs

No Conveyance. Guarantor shall not sell, convey, pledge, encumber or otherwise transfer any ownership interest in Tenant now owned or hereafter acquired, if any, without the prior written consent of Landlord, which consent shall not be unreasonably withheld. Guarantor shall not sell, give, convey or otherwise transfer, directly or indirectly, any all or substantially all of the assets of Guarantor to any person ("Transferee”) if such transfer would cause the Net Worth of such Guarantor to be less than the amount required to be maintained under this Guaranty; provided, however, that the foregoing restriction shall not apply to any transfer of assets made after Guarantor’s death (if an individual) pursuant to any will, testament or applicable law of descent and distribution"). Any transfer of assets that is prohibited by this section shall constitute an Event of Default under the Lease and shall be deemed to be a fraudulent conveyance against Landlord. In the event of any such prohibited transfer, Landlord shall be entitled to enforce this Guaranty guaranty against the Transferee and to seize all such transferred assets and apply the proceeds from such assets to payment of the Credit, whether matured or unmatured.

Appears in 1 contract

Samples: Balanced Care Corp

AutoNDA by SimpleDocs

No Conveyance. Except as permitted in the Lease, Guarantor shall not sell, convey, pledge, encumber or otherwise transfer any ownership interest in Tenant now owned or hereafter acquired, if any, without the prior written consent of Landlord, which consent shall not be unreasonably withheld. Except as permitted in the Lease, Guarantor shall not sell, give, convey or otherwise transfer, directly or indirectly, any all or substantially all of the assets of Guarantor to any person ("Transferee”) if such transfer would cause the Net Worth of such Guarantor to be less than the amount required to be maintained under this Guaranty; provided, however, that the foregoing restriction shall not apply to any transfer of assets made after Guarantor’s death (if an individual) pursuant to any will, testament or applicable law of descent and distribution"). Any transfer of assets that is prohibited by this section shall constitute an Event of Default under the Lease and shall be deemed to be a fraudulent conveyance against Landlord. In the event of any such prohibited transfer, Landlord shall be entitled to enforce this Guaranty guaranty against the Transferee and to seize all such transferred assets and apply the proceeds from such assets to payment of the Credit, whether matured or unmatured.

Appears in 1 contract

Samples: Unconditional and Continuing Guaranty (Balanced Care Corp)

Time is Money Join Law Insider Premium to draft better contracts faster.