Transfer of Future Funding Obligations Sample Clauses

Transfer of Future Funding Obligations. Each of Senior Lender and Junior Lenders shall have the right to effect a Transfer of the related Future Funding Obligation without the consent of Senior Lender or Junior Lenders (as applicable) provided such Transfer is made to (i) any party listed on Schedule I hereto, (ii) any Qualified Transferee that is rated “A” or better by the Rating Agencies, or (iii) any Person for whom a Rating Agency Confirmation has been obtained. Notwithstanding the foregoing, the transferring Future Funding Lender may not effect a Transfer of the related Future Funding Obligations to Borrower, First Mezzanine Borrower, or Second Mezzanine Borrower or any Affiliate of any of the foregoing without the prior written consent of Senior Lender and Junior Lenders, and, following the Securitization Date, a Rating Agency Confirmation. Any Transfer of the Future Funding Obligations or portions thereof as permitted in this Section 5(f) shall be subject to the following restrictions: (i) all such Transfers shall be made upon at least seven (7) days’ prior written notice to Senior Lender and Junior Lenders, and (ii) a transferee shall (x) execute an assignment and assumption agreement whereby such transferee assumes all or a ratable portion, as the case may be, of the obligations of the transferring Future Funding Lender hereunder (including without limitation, the indemnification obligation under Section 37(f) hereof) with respect to the transferred Future Funding Obligations from and after the date of such Transfer, (y) agree in writing to be bound by this Agreement and (z) assume the obligations of the transferring Future Funding Lender under the Building Loan Documents, the Project Loan Documents, the Senior Loan Documents, the First Mezzanine Loan Documents, or the Second Mezzanine Loan Documents (as applicable) for the benefit of Borrower, First Mezzanine Borrower, or Second Mezzanine Borrower (as applicable). Upon the consummation of a Transfer of Future Funding Obligations or portions thereof, the transferring Future Funding Lender shall be released from all liability arising under this Agreement with respect to such Future Funding Obligations or portion thereof that was the subject of such Transfer, for the period after the effective date of such Transfer; provided, however, that the obligations of the transferring Future Funding Lender under this Section 5(f) shall survive such Transfer.
Sample 1
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Related to Transfer of Future Funding Obligations

  • Continuing Security Interest; Transfer of Note This Pledge Agreement shall create a continuing security interest in the Collateral and shall

  • Continuing Security Interest; Transfer of Notes This Security Agreement shall create a continuing security interest in the Collateral and shall

  • Transfer of Funds From such funds as may be available for the purpose in the relevant Fund Custody Account, and upon receipt of Proper Instructions specifying that the funds are required to redeem Shares of the Fund, the Custodian shall wire each amount specified in such Proper Instructions to or through such bank or broker-dealer as the Trust may designate.

  • Certificate and Transfer of Interest 8 SECTION 3.1. Initial Ownership..................................................... 8 SECTION 3.2. The Certificate....................................................... 8 SECTION 3.3. Authentication of Certificate......................................... 8 SECTION 3.4. Registration of Transfer and Exchange of Certificate.................. 9 SECTION 3.5. Mutilated, Destroyed, Lost or Stolen Certificates..................... 9 SECTION 3.6.

  • Restrictions on Transfer of Limited Partnership Interests (a) Subject to the provisions of 9.2(b), (c) and (d), no Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer all or any portion of its Limited Partnership Interest, or any of such Limited Partner’s economic rights as a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a “Transfer”) without the consent of the General Partner, which consent may be granted or withheld in its sole and absolute discretion. Any such purported transfer undertaken without such consent shall be considered to be null and void ab initio and shall not be given effect. The General Partner may require, as a condition of any Transfer to which it consents, that the transferor assume all costs incurred by the Partnership in connection therewith.

  • FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND AND THE ACQUIRED FUND If any of the conditions set forth below have not been satisfied on or before the Closing Date with respect to the Selling Trust, on behalf of the Acquired Fund, or the Acquiring Trust, on behalf of the Acquiring Fund, the other party to this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreement:

  • Restrictions on Note Acquisitions Neither a member of any “expanded group” (as defined in Treasury Regulation Section 1.385-1(c)(4)) that includes the Trust or a Certificate Owner nor a “controlled partnership” (as defined in Treasury Regulation Section 1.385-1(c)(1)) of either such expanded group shall acquire (or hold) any Notes from the Trust, any Affiliate, or through the marketplace prior to obtaining an Opinion of Counsel stating that (i) the acquisition or reacquisition of such Note will not cause the Trust, initially upon such acquisition or subsequent to the acquisition, to be classified as an association or publicly traded partnership treated as a corporation for federal income tax purposes and will not cause the Note to be recharacterized as stock pursuant to Treasury Regulations under Section 385 of the Code or otherwise cause the Trust not to be classified as a grantor trust. The preceding sentence shall not apply to (i) any U.S. corporate member of the same U.S. corporate affiliated group (as defined in Section 1504 of the Code) filing a consolidated federal income tax return that includes the Trust or every applicable Certificate Owner (the “Trust Consolidated Group”) or (ii) a partnership all of the partners of which are either such U.S. corporate members of the Trust Consolidated Group as described in clause (A) or partnerships all of the partners of which are such U.S. corporate members of the Trust Consolidated Group as described in clause (A). No member of any “expanded group” that includes the Trust or Certificate Owner (as defined in Treasury Regulation Section 1.385-1(b)(3)) or “controlled partnership” of such expanded group (as defined in Treasury Regulation Section 1.385-1(c)(4)) shall transfer any Notes outside the expanded group prior to obtaining an Opinion of Counsel stating that the transfer of such Note will not cause the Trust to be classified as an association or publicly traded partnership treated as a corporation for federal income tax purposes and will not cause the Note to be recharacterized as stock pursuant to Treasury Regulations under Section 385 of the Code or otherwise cause the Trust not to be classified as a grantor trust.

  • Instruments of Conveyance and Transfer As soon as practicable after the Closing, SELLER shall deliver a certificate or certificates representing the Shares of SELLER to PURCHASER sufficient to transfer all right, title and interest in the Shares to PURCHASER.

  • Repurchase by Agreement The Trust may repurchase Shares directly, or through the Distributor or another agent designated for the purpose, by agreement with the owner thereof at a price not exceeding the Net Asset Value per Share determined as of the time when the purchase or contract of purchase is made or the Net Asset Value as of any time which may be later determined, provided payment is not made for the Shares prior to the time as of which such Net Asset Value is determined.

  • Restrictions on Transfer and Pledge The Option may not be pledged, encumbered, or hypothecated to or in favor of any party other than the Company or a Parent or Subsidiary, or be subject to any lien, obligation, or liability of the Optionee to any other party other than the Company or a Parent or Subsidiary. The Option is not assignable or transferable by the Optionee other than by will or the laws of descent and distribution. The Option may be exercised during the lifetime of the Optionee only by the Optionee.

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