Common use of Transfers of Interests in Borrower Clause in Contracts

Transfers of Interests in Borrower. For estate-planning purposes only, Borrower, or any partner, member or shareholder of Borrower shall be permitted to make a sale, conveyance, transfer or other vesting of any direct or indirect interest in Borrower (other than a general partnership interest in Borrower if Borrower is a partnership) up to an aggregate, over the term of the Loan, of twenty-five (25%) percent of the total interests in Borrower, without the prior consent of Lender, provided that any such sale, conveyance, transfer or other vesting does not change the direct or indirect control or management of Borrower and at all times Xxxx ___. Colombo owns at least 60% of the stock of Borrower. Copies of any and all documents evidencing any such sale, conveyance, transfer or other vesting must be provided to Lender within fifteen (15) days after the occurrence of said action including, without limitation, a statement detailing the action and a listing of real locations and percentages of ownership interest in Borrower. Notwithstanding the foregoing, any sale, conveyance, transfer or other vesting of any direct or indirect interest in Borrower, other than the above said 25% aggregate amount, or for purposes other than estate-planning, or any change of direct or indirect control or management of Borrower or any encumbrance of or granting of any security interest in Project or Borrower, if such event occurs without Lender’s written consent (which Lender may withhold at its sole discretion), shall constitute an event of default under the Loan Documents. Borrower shall pay Lender’s reasonable out-of-pocket expenses incurred in connection with the review of any sale, conveyance, transfer or other vesting pursuant to this Section 6.3 and pursuant to Section 6.2 hereof.

Transfers of Interests in Borrower. For estate-planning purposes only, Borrower, or any partner, member or shareholder of Borrower shall be permitted to make a sale, conveyance, transfer or other vesting Transfer of any direct or indirect interest in Borrower (other than a general partnership interest in Borrower if Borrower is a partnership, or a Managing Member or Manager interest in Borrower, if Borrower is a limited liability company) to or for the benefit of a spouse or lineal descendant (including by adoption), up to an aggregate, over the term aggregate of the Loan, of twenty-five (25%) percent 49% of the total interests in of Borrower, without the prior consent of Lender, provided that any such sale, conveyance, transfer or other vesting Transfer does not change the direct or indirect control or management of Borrower and at all times Xxxx ___. Colombo owns at least 60% of the stock of Borrower. Copies of any and all documents evidencing any such sale, conveyance, transfer or other vesting Transfer must be provided to Lender within fifteen (15) days after the occurrence of said action Transfer including, without limitation, a statement detailing the action Transfer and a listing of real locations reallocations and percentages of ownership interest in Borrower. Notwithstanding Other than for estate-planning purposes as outlined above, no direct or indirect managing or controlling interest, nor any other interest representing (directly or indirectly) a more than ten percent (10%) interest in the foregoingBorrower or the Project, may be Transferred (including without limitation any sale, conveyance, transfer or other vesting Transfer resulting from death of any natural person holding any direct or indirect interest in Borrower, other than the above said 25% aggregate amount, or for purposes other than estate-planning, or any change of direct or indirect control or management of Borrower or any encumbrance of or granting of any security interest in Project or Borrower, if such event occurs the Project) without Lender’s the prior written consent of Lender (which Lender may withhold at its sole discretion), shall ; and the occurrence of such an event will constitute an event Event of default Default under the Loan Documents. Borrower Without limiting the generality of the foregoing any Transfers that would result in there being any co-borrowers, other than or in addition to Borrower, shall pay Lender’s reasonable out-of-pocket expenses incurred in connection with be strictly prohibited. Notwithstanding the review of any foregoing, nothing contained herein shall prohibit the sale, conveyance, transfer or other vesting pursuant to this Section 6.3 and pursuant to Section 6.2 hereofassignment of any publicly or privately traded shares of Indemnitor as long as such sale, conveyance, transfer or assignment does not change the management or control of Indemnitor or such transaction does not involve one person or one entity acquiring over 25% control or ownership of such outstanding shares.

Transfers of Interests in Borrower. For estate-planning purposes only, Borrower, or any partner, member or shareholder of Borrower shall be permitted to make a sale, conveyance, transfer or other vesting of any direct or indirect interest in Borrower (other than a general partnership interest in Borrower if Borrower is a partnership) up to an aggregate, over the term of the Loan, of twenty-five (25%) percent of the total interests in Borrower, without the prior consent of Lender, provided that any such sale, conveyance, transfer or other vesting does not change the direct or indirect control or management of Borrower and at all times Xxxx ___Paul . Colombo owns at least 60% of the stock of Borrower. Copies of any and all documents evidencing any such sale, conveyance, transfer or other vesting must be provided to Lender within fifteen (15) days after the occurrence of said action including, without limitation, a statement detailing the action and a listing of real locations and percentages of ownership interest in Borrower. Notwithstanding the foregoing, any sale, conveyance, transfer or other vesting of any direct or indirect interest in Borrower, other than the above said 25% aggregate amount, or for purposes other than estate-planning, or any change of direct or indirect control or management of Borrower or any encumbrance of or granting of any security interest in Project or Borrower, if such event occurs without Lender’s 's written consent (which Lender may withhold at its sole discretion), shall constitute an event of default under the Loan Documents. Borrower shall pay Lender’s 's reasonable out-of-pocket expenses incurred in connection with the review of any sale, conveyance, transfer or other vesting pursuant to this Section 6.3 and pursuant to Section 6.2 hereof.

Transfers of Interests in Borrower. For estate-planning purposes only, Borrower, or any partner, member or shareholder of Borrower shall be permitted to make a sale, conveyance, transfer or other vesting Transfer of any direct or indirect interest in Borrower (other than a general partnership interest in Borrower if Borrower is a partnership, or a Managing Member or Manager interest in Borrower, if Borrower is a limited liability company) to or for the benefit of a spouse or lineal descendant (including by adoption), up to an aggregate, over the term aggregate of the Loan, of twenty-five (25%) percent 49% of the total interests in of Borrower, without the prior consent of Lender, provided that any such sale, conveyance, transfer or other vesting Transfer does not change the direct or indirect control or management of Borrower and at all times Xxxx ___. Colombo owns at least 60% of the stock of Borrower. Copies of any and all documents evidencing any such sale, conveyance, transfer or other vesting Transfer must be provided to Lender within fifteen (15) days after the occurrence of said action Transfer including, without limitation, a statement detailing the action Transfer and a listing of real locations reallocations and percentages of ownership interest in Borrower. Notwithstanding Other than for estate-planning purposes as outlined above, no direct or indirect managing or controlling interest, nor any other interest representing (directly or indirectly) a more than ten percent (10%) interest in the foregoingBorrower or the Project, may be Transferred (including without limitation any sale, conveyance, transfer or other vesting Transfer resulting from death of any natural person holding any direct or indirect interest in Borrower, other than the above said 25% aggregate amount, or for purposes other than estate-planning, or any change of direct or indirect control or management of Borrower or any encumbrance of or granting of any security interest in Project or Borrower, if such event occurs the Project) without Lender’s the prior written consent of Lender (which Lender may withhold at its sole discretion), shall ; and the occurrence of such an event will constitute an event Event of default Default under the Loan Documents. Borrower Without limiting the generality of the foregoing any Transfers that would result in there being any co-borrowers, other than or in addition to Borrower, shall pay Lender’s reasonable out-of-pocket expenses incurred in connection with the review of any sale, conveyance, transfer or other vesting pursuant to this Section 6.3 and pursuant to Section 6.2 hereof.be strictly prohibited. Loan Agreement