Permitted Property Transfer (Assumption) Sample Clauses

Permitted Property Transfer (Assumption). Notwithstanding the foregoing provisions of this Article 6, at any time other than the sixty (60) days prior to and following any Secondary Market Transaction, Lender shall not unreasonably withhold consent to a one-time transfer of the Property in its entirety to, and the related assumptions of the Loan by, any Person (a “Transferee”) provided that each of the following terms and conditions are satisfied:
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Permitted Property Transfer (Assumption). Notwithstanding the foregoing provisions of this Article 6, at any time other than the sixty (60) days prior to and following any Securitization, Lender shall not unreasonably withhold consent to a one-time transfer of the Individual Properties in their entirety or the Collateral (or 100% of the direct or indirect interests therein) in its entirety, and the related assumptions of the Loan by, any Person (a “Transferee”) shall be permitted without Lender’s consent (except as specified in Section 6.4(b) below) provided that each of the following terms and conditions are satisfied:
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Permitted Property Transfer (Assumption). Notwithstanding the foregoing provisions of this Article 6, no transfer of all of the Properties and the Collateral and assumption of the Loan and the Security Instrument shall occur until the earlier of (I) sixty (60) days after a Securitization of the Loan or Securitization (as defined in the Mortgage Loan Agreement) of the Mortgage Loan and (II) one hundred twenty (120) days after the Closing Date. Otherwise, in addition to Borrower’s other rights expressly permitted under this Article 6, (X) a transfer of all of the Properties and the Collateral or (Y) a transfer of more than forty-nine percent (49%) of the direct or indirect legal or beneficial interests in Borrower and Mortgage Borrower, and in each instance provided that the same do not otherwise constitute a Permitted Transfer or are otherwise permitted by Section 6.3 (a “Majority Equity Transfer”) and, in each case, to the extent the Mortgage Loan is simultaneously being assumed by a Successor Property Owner, the related and concurrent assumption of the Mortgage Loan by a Successor Property Owner pursuant to Section 6.4 of the Mortgage Loan Agreement and the Loan by a Person (a “Transferee”) shall be permitted without Lender’s consent (each, a “Permitted Assumption”) provided that Lender receives thirty (30) days’ prior written notice of such Permitted Assumption and no Event of Default has occurred and is continuing at the time the Permitted Assumption is consummated. In connection with any Permitted Assumption pursuant to this Section 6.4, Borrower shall be required to satisfy the following:
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Permitted Property Transfer (Assumption). Notwithstanding the foregoing provisions of this Article 6, no transfer of all of the Properties and assumption of the Loan shall occur until the earlier of (I) sixty (60) days after a Securitization of the Loan and (II) one hundred twenty (120) days after the Closing Date. Otherwise, in addition to Borrower’s other rights expressly permitted under this Article 6, (X) a transfer of all of the Properties to a new borrower (“Transferee”) or (Y) a transfer of more than forty-nine percent (49%) of the direct or indirect legal or beneficial interests in Borrower, and in each instance provided that the same do not otherwise constitute a Permitted Transfer or are otherwise permitted by Section 6.3 (a “Majority Equity Transfer”) shall each be permitted without Lender’s consent (each, a “Permitted Assumption”) provided that Lender receives thirty (30) days’ prior written notice of such Permitted Assumption and no Event of Default has occurred and is continuing at the time the Permitted Assumption is consummated. In connection with any Permitted Assumption pursuant to this Section 6.4, Borrower shall be required to satisfy the following:
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Permitted Property Transfer (Assumption). (a) Notwithstanding anything to the contrary contained in Section 5.2.10 hereof, at any time other than the sixty (60) days prior to and following any Securitization, Lender shall not unreasonably withhold consent to a one-time transfer of the Properties or the interests in the Borrowers, the other Loan Parties, the Mortgage Borrowers, Operating Lessee, the other Mortgage Loan Parties and the Mezzanine A Loan Parties in their entirety to, and the related assumptions of the Loan by, any Person or its Affiliates (a “Transferee”) provided that each of the following terms and conditions are satisfied:
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Permitted Property Transfer (Assumption). Notwithstanding the foregoing provisions of this Article 6, at any time other than the sixty (60) days prior to and following any Secondary Market Transaction, Lender shall not unreasonably withhold consent to a one-time transfer of the Properties (or, to the extent that an Individual Property has been released in accordance with Section 2.10 hereof, the remaining Individual Property) in their or its entirety, as applicable, to, and the related assumptions of the Mortgage Loan by, any Person (a “Property Owner Transferee”), the related assumptions of the Mezzanine A Loan by, any Person (a “Mezzanine A Transferee”) and the related assumptions of the Loan by a Transferee (as defined below) provided that each of the following terms and conditions are satisfied:
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Permitted Property Transfer (Assumption). Notwithstanding the provisions of Section 11.1, at any time other than during the Blackout Period, Borrower shall have the right to (i) cause Mortgage Borrower to convey all of the Property to a new owner (the “Transferee Owner”) and have Transferee Owner assume all of Mortgage Borrower’s obligations under the Mortgage Loan Documents and (ii) have all of the Persons who own direct ownership interests in Transferee Owner (“Transferee Borrower”) assume all of Borrower’s obligations under the Loan Documents, and (iii) have replacement guarantors and indemnitors replace the guarantors and indemnitors with respect to all of the obligations of the indemnitors and guarantors of the Mortgage Loan Documents and the Loan Documents from and after the date of such transfer (collectively, a “Transfer and Assumption”), subject to the terms and full satisfaction of all the conditions precedent set forth below in this Section 11.3:
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Permitted Property Transfer (Assumption). Notwithstanding the provisions of Section 11.1, at any time other than during the Blackout Period, Borrower shall have the right to convey all of the Property to a new borrower (the “Transferee Borrower”) and have Transferee Borrower assume all of Borrower’s obligations under the Loan Documents, and have replacement guarantors and indemnitors replace the guarantors and indemnitors with respect to all of the obligations of the indemnitors and guarantors of the Loan Documents from and after the date of such transfer (collectively, a “Transfer and Assumption”), subject to the terms and full satisfaction of all the conditions precedent set forth below in this Section 11.3:
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Permitted Property Transfer (Assumption) 
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Related to Permitted Property Transfer (Assumption)

  • CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE SECTION 8.1. Company May Consolidate, Etc.,

  • Nonassumption If upon the closing of any Acquisition the successor entity does not assume the obligations of this Warrant and Holder has not otherwise exercised this Warrant in full, then the unexercised portion of this Warrant shall be deemed to have been automatically converted pursuant to Section 1.2 and thereafter Holder shall participate in the acquisition on the same terms as other holders of the same class of securities of the Company.

  • Permitted License Transfers As Licensee’s business operations may be altered, expanded or diminished, licenses granted hereunder may be transferred or combined for use at an alternative or consolidated site not originally specified in the license, including transfers between Agencies (“permitted license transfers”). Licensee(s) do not have to obtain the approval of Contractor for permitted license transfers, but must give thirty (30) days prior written notice to Contractor of such move(s) and certify in writing that the Product is not in use at the prior site. There shall be no additional license or other transfer fees due Contractor, provided that: i) the maximum capacity of the consolidated machine is equal to the combined individual license capacity of all licenses running at the consolidated or transferred site (e.g., named users, seats, or MIPS); or ii) if the maximum capacity of the consolidated machine is greater than the individual license capacity being transferred, a logical or physical partition or other means of restricting access will be maintained within the computer system so as to restrict use and access to the Product to that unit of licensed capacity solely dedicated to beneficial use for Licensee. In the event that the maximum capacity of the consolidated machine is greater than the combined individual license capacity of all licenses running at the consolidated or transferred site, and a logical or physical partition or other means of restricting use is not available, the fees due Contractor shall not exceed the fees otherwise payable for a single license for the upgrade capacity.

  • Real estate transactions You must sign the certification. You may cross out item 2 of the certification.

  • Qualified Property Applicant’s Qualified Property is described in Schedule 2.3, which is incorporated herein by reference. The Parties expressly agree that the location of the Qualified Property shall be within the Reinvestment Zone as set out in Schedule 2.1.

  • Issuances of Additional Partnership Interests (a) The Partnership may issue additional Partnership Interests (other than General Partner Interests) and Derivative Partnership Interests for any Partnership purpose at any time and from time to time to such Persons for such consideration and on such terms and conditions as the General Partner shall determine, all without the approval of any Limited Partners.

  • Asset Transfer Seller shall have delivered to Buyer the following instruments of transfer and assignment in accordance with the provisions hereof, transferring to Buyer all of Seller's right, title and interest in and to the Assets, free and clear of all Liens:

  • Contributed Property Notwithstanding any other provision of this Operating Agreement, the Members shall cause Depreciation and or cost recovery deductions and gain or loss attributable to Property contributed by a Member or the Manager or revalued by the Company to be allocated among the Members or the Managers for income tax purposes in accordance with Section 704(c) of the Code and the Treasury Regulations promulgated thereunder using the method selected by the Managers.

  • Excluded Property Notwithstanding anything to the contrary in Section 2.1, the property, assets, rights and interests set forth in this Section 2.2 (the “Excluded Property”) are excluded from the Property:

  • After-Acquired Property If any Pledgor shall at any time after the date hereof (i) obtain any rights to any additional Intellectual Property Collateral or (ii) become entitled to the benefit of any additional Intellectual Property Collateral or any renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property Collateral, or any improvement on any Intellectual Property Collateral, the provisions hereof shall automatically apply thereto and any such item enumerated in the preceding clause (i) or (ii) shall automatically constitute Intellectual Property Collateral as if such would have constituted Intellectual Property Collateral at the time of execution hereof and be subject to the Lien and security interest created by this Agreement without further action by any party. Each Pledgor shall promptly provide to the Collateral Agent written notice of any of the foregoing and confirm the attachment of the Lien and security interest created by this Agreement to any rights described in clauses (i) and (ii) above by execution of an instrument in form reasonably acceptable to the Collateral Agent and the filing of any instruments or statements as shall be reasonably necessary to create, preserve, protect or perfect the Collateral Agent’s security interest in such Intellectual Property Collateral. Further, each Pledgor authorizes the Collateral Agent to modify this Agreement by amending Schedules 12(a) and 12(b) to the Perfection Certificate to include any Intellectual Property Collateral of such Pledgor acquired or arising after the date hereof.

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