Prohibition of Assignments and Transfers by Borrower. Borrower shall not assign or attempt to assign its rights under this Agreement and any purported assignment shall be void. Without the prior written consent of Lender, in Lender’s sole discretion, Borrower shall not suffer or permit any Transfer other than a Permitted Transfer.
Prohibition of Assignments and Transfers by Borrower. Borrower shall not assign or attempt to assign its rights under this Agreement and any purported assignment shall be void. Without the prior written consent of Lender, in Lender’s sole discretion, Borrower shall not suffer or permit (a) any change in the ownership, or management or economic interests (whether direct or indirect) of the Project, or (b) any Transfer. Notwithstanding the foregoing, (A) so long as CJUF continues to hold the ownership interest in Borrower which CJUF held at Closing and no monetary Event of Default then exists (including without limitation default in making a Deficiency Deposit), or if a monetary Event of Default does exist and is cured by Borrower or CJUF, CJUF may with prior written notice to Lender (but without Lender’s consent) replace Xxxxxxx Xxxxx 00 Xxxxxxxxxxx, X.X. as the managing member of Borrower (with Xxxxxxx Xxxxx 00 Xxxxxxxxxxx, X.X. retaining its current ownership interest but as non-managing member), (B) even if a monetary Event of Default then exists, so long as CJUF continues to hold the ownership interest in Borrower which CJUF held at Closing, CJUF may request that Lender approve CJUF replacing Xxxxxxx Xxxxx 00 Xxxxxxxxxxx, X.X. as managing member of Borrower (with Xxxxxxx Xxxxx 00 Xxxxxxxxxxx, X.X. retaining its current ownership interest but as non-managing member), and Lender shall grant or deny such consent in its reasonable discretion, and (C) the following Transfers of interests as Borrower’s direct or indirect constituent entities shall be permitted without Lender’s consent: (i) Transfers of direct or indirect interests in Canyon-Xxxxxxx Urban Fund II, L.P., (ii) Transfers of non-controlling interests in Guarantor, (iii) Leases permitted hereunder; and (iv) the sale and release of various components of the Project pursuant to Sections 14.9 and 14.9A hereof. The sale and conveyance of Residential Units shall be permitted in accordance with Article 14 hereof. Borrower may also dispose of immaterial quantities of personal property without Lender’s prior consent.
Prohibition of Assignments and Transfers by Borrower. Borrower shall not assign or attempt to assign its rights under this Agreement and any purported assignment shall be void. Without the prior written consent of Lender, in Lender's sole discretion, Borrower shall not suffer or permit (a) any change in the management (whether direct or indirect) of the Project, or (b) any Transfer.
Prohibition of Assignments and Transfers by Borrower. (a) Borrower shall not assign its rights under this Agreement and any purported assignment shall be void. Except as provided in Section 18.1(b) below or in connection with a Permitted Transfer, without the prior written consent of Lender (which consent may be withheld by Lender in its sole discretion), Borrower shall not suffer or permit (a) any change in the management (whether direct or indirect) of the Project or of Borrower or (b) any Transfer. Lender’s consent if given in connection with any transfer request shall not be deemed to be a waiver of Lender’s right to require such consent in the future. Any sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer of the Project made in contravention of this Agreement shall be null and void and of no force or effect.
Prohibition of Assignments and Transfers by Borrower. Borrower shall not assign or attempt to assign its rights under this Agreement and any purported assignment shall be void. Without the prior written consent of Agent, in Agent’s sole discretion, Borrower shall not suffer or permit (i) any change in the management (whether direct or indirect) of the Facilities, (ii) any transfer or encumbrance of the Tenant’s leasehold interest under any Operating Lease, or (iii) any Transfer other than a Permitted Transfer.
Prohibition of Assignments and Transfers by Borrower. 21 12.3 Prohibition of Transfers in Violation of ERISA. 21 12.4 Successors and Assigns. 21
Prohibition of Assignments and Transfers by Borrower. Borrower shall not assign or attempt to assign its rights under this Agreement and any purported assignment shall be void. Without the prior written consent of Lender, in Lender’s sole discretion, Borrower shall not suffer or permit (a) any change in the management (whether direct or indirect) of the Project or of Borrower, or (b) any Transfer. Notwithstanding anything in this Agreement to the contrary, Borrower shall be permitted to Transfer (such Transfer, a “Permitted Transfer”), without the prior written consent of Lender (but Borrower shall provide Lender with written notice of such Transfer prior to such Transfer), direct or indirect ownership interests of any Borrower provided such Transfers do not result in a change in Control. In connection with any proposed Permitted Transfer, Borrower shall provide Lender with any and all information as Lender shall reasonably require with respect to such Transfer, including, without limitation, any information necessary for Lender to complete Lender’s Patriot Act Customer Identification Process and OFAC Review Process prior to such Permitted Transfer. In no event shall any Transfer be permitted unless all parties in connection with any proposed Transfer successfully complete Lender’s Patriot Act Customer Identification Process.
Prohibition of Assignments and Transfers by Borrower. Borrower shall not assign or attempt to assign its rights under this Agreement and any purported assignment shall be void. Without the prior written consent of Agent, in Agent’s sole discretion, Borrower shall not suffer or permit (a) any change in the management (whether direct or indirect) of the Project or of Borrower, or (b) any Transfer (provided that so long as no Event of Default has occurred and is continuing, OP Guarantor may transfer to a Person up to 49% of the membership interests in Borrower provided that such Transfer does not result in a Change of Control). Notwithstanding the foregoing, any Transfer of ownership interests in Parent Guarantor or OP Guarantor shall not cause a violation of this Section 17.1 so long as such Transfer does not result in a Change of Control.
Prohibition of Assignments and Transfers by Borrower. Borrower shall not assign or attempt to assign its rights under this Agreement and any purported assignment shall be void. Without the prior written consent of Lender, in Lender's sole discretion, Borrower shall not suffer or permit (i) any change in the management (whether direct or indirect) of the Project; or (ii) the sale, transfer, lease (other than a Lease of an Apartment Unit), conveyance, alienation, pledge, assignment, encumbrance, hypothecation or other disposition (a "Transfer") of (1) all or any portion of the Project or any portion of any other security for the Loan, (2) all or any portion of the Borrower's right, title and interest in and to the Project or any portion of any other security for the Loan (unless the Loan is simultaneously repaid in full), or (3) any interest in Borrower. Notwithstanding the foregoing, Borrower shall have the right to enter into contracts for sale of individual Condominium Units within the Project; provided, however, that no conveyance of a Condominium Unit under such contract for sale shall be consummated, unless such Condominium Unit is released from the lien of the Mortgage for the benefit of the Lender in accordance with and pursuant to the release provisions hereinafter set forth.
Prohibition of Assignments and Transfers by Borrower. Borrower shall not assign or attempt to assign its rights under this Agreement and any purported assignment shall be void. Without the prior written consent of Lender, in Lender’s sole discretion, Borrower shall not suffer or permit (a) any change in the management (whether direct or indirect) of the Project or of Borrower, or (b) any Transfer. Notwithstanding the foregoing to the contrary, provided the OFAC Compliance Condition and Control Condition (and any other conditions set forth in (a) through (g) below) are satisfied and complied with, the following Transfers shall be permitted without Lender’s prior written consent:
