Sale or Other Transfer Clause Samples
The "Sale or Other Transfer" clause defines the conditions under which a party may sell, assign, or otherwise transfer its rights or interests under the agreement to another party. Typically, this clause outlines whether such transfers require prior written consent from the other party, or if they are permitted freely, and may specify exceptions such as transfers to affiliates or in connection with a merger or acquisition. Its core practical function is to control and clarify the circumstances under which contractual rights and obligations can be passed to third parties, thereby protecting the interests of the original parties and preventing unwanted or unapproved changes in the contractual relationship.
Sale or Other Transfer. Except as provided in accordance with the provisions of Article 7, the sale, lease, exchange, transfer or other disposition of all or any portion of the Project or any other assets of the Company;
Sale or Other Transfer. Except as provided in accordance with the provisions of Article 7, the sale, lease, exchange, transfer or other disposition of all or any portion of the Project or any other assets of the Company; provided, however, that until the second anniversary of the date hereof such a decision shall require the approval of all of the representatives present at a meeting of the Management Committee at which a quorum is present or Unanimous Written Consent;
Sale or Other Transfer. Except as provided in accordance with the provisions of Article 7, the sale, lease (other than leases of the apartment units for residential purposes in accordance with the provisions of the Property Management Agreement), exchange, transfer or other disposition of all or any portion of the Project or any other assets of the Company;
Sale or Other Transfer. Except as provided in accordance with the provisions of Article 7, the sale, lease, exchange, transfer or other disposition of all or any portion of the Project or any other assets of the Company; provided, however, if a decision to sell substantially all of the assets of the Company (including the Project) is approved by a Majority of Representatives, but is not approved by all of the representatives present at a meeting of the Management Committee at which a quorum is present or by Unanimous Written Consent, then Paladin shall have the right to invoke the procedure set forth in Section 6.06 by giving Buckingham written notice (a “Paladin Sale Notice”) within thirty (30) days after the date of such approval by a Majority of Representatives;
Sale or Other Transfer. At any time Exxon may sell or transfer all or any part of Exxon's Complex or Exxon's Property to any Affiliate of Exxon or any third party. Exxon recognizes that in such event Exxon may be obligated to comply with ECRA.
Sale or Other Transfer. (a) Mortgagor will not, directly or indirectly, voluntarily or involuntarily, convey, transfer, assign or otherwise dispose of the Mortgaged Property or any interest therein or in Mortgagor, except for the lease by Mortgagor to Peregrine Way of CT, LLC to operate as an assisted living facility thereon and the related residents’ interests in connection therewith. Notwithstanding the foregoing, NorthStar Realty Healthcare, LLC (“NRH”) shall be permitted, without the consent of the Bank, but following written notification to the Bank, to transfer its ownership interests in the Borrower in favor of (i) NorthStar Healthcare Income, Inc., a Maryland corporation, a public, non-traded real estate investment trust (“NHI”), or (ii) any Affiliate (as such term is defined in the Loan Agreement) of NorthStar Realty Finance Corp., a Maryland corporation. There shall be no restrictions on the ability of NRH to transfer its ownership interests in other entities in favor of NHI.
(b) If Mortgagor shall make or permit any transfer, assignment or disposition of any interest in the Mortgaged Property, Mortgagee shall have the right to deliver notices to, receive payments from, give waivers or consents to, and otherwise deal with, the assignee or transferee as though the assignee or transferee were Mortgagor hereunder, but without discharging Mortgagor from any liability hereunder or under the Note, and Mortgagor shall remain primarily liable, as a principal and not as a surety, for the payment of the Note and the performance of its obligations hereunder. Mortgagor hereby waives all suretyship or similar defenses which might otherwise be available to it. Mortgagee's dealing with an assignee or transferee shall not be deemed a waiver of Mortgagor's obligations under Section 2.14(a).