Qualified Prime Transfer definition

Qualified Prime Transfer means a transfer and/or contribution of 100% of the equity interests in Junior Mezzanine Borrower to AHPLP and 100% of the equity interests in Junior Mezzanine Pledgor to Ashford Prime TRS Corporation, so long as at the time of such transfer and/or contribution (a) AHP is a real estate investment trust that is publicly traded on the New York Stock Exchange or other nationally recognized stock exchange, (b) AHP is externally managed by AHLP or Ashford Hospitality Advisors LLC pursuant to an advisory agreement in substantially the form attached as an exhibit to that certain Form 10 filing made by AHP under Registration No. 001-35972, as amended (the “Form 10”), (c) Borrower shall have obtained an Additional Insolvency Opinion, (d) Borrower or AHP shall have delivered to Lender such financial statements and other financial information as may be reasonably requested by Lender, which financial statements and other financial information shall be certified by Borrower or AHP as true, complete and correct, evidencing that, (i) if AHLP is to be released from liability under the Guaranty and the Environmental Indemnity and, to the extent applicable, any Completion Guaranty, arising from and after the date of the Qualified Prime Transfer, AHP has, as reasonably determined by Lender, a minimum net worth of at least 75% of the net worth shown on the Form 10, (ii) AHPLP has, as day-1 owned assets, the hotels identified on the Form 10 and set forth on Schedule VI hereof, all of which are currently operated under the brands identified on the Form 10 and on Schedule VI hereof, and AHPLP shall have the option to purchase the asset listed on the Form 10 known as “Crystal Gateway Marriott”, as well as the right of first offer assets listed on the Form 10 and set forth on Schedule VI hereof; provided, however, to the extent AHPLP prior to the Qualified Prime Transfer shall sell any of the aforementioned assets, the net proceeds from such sale shall not have been distributed by AHPLP, and (f) in accordance with the terms of Section 5.2.10(f) hereof, if (i) AHLP is to be released from all obligations under the Guaranty and Environmental Indemnity and, to the extent applicable, any Completion Guaranty, arising from and after the date of the Qualified Prime Transfer, AHPLP shall have joined in the Guaranty and Environmental Indemnity or executed a replacement guaranty or guaranties, as applicable, and an environmental indemnity agreement, in all instances, reasonably satisfactory ...
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Related to Qualified Prime Transfer

  • Qualified Transferee means an “accredited investor” as defined in Rule 501 promulgated under the Securities Act.

  • Exempt Transfer means, in relation to shares held by a member:

  • Proposed Transfer means any assignment, sale, offer to sell, pledge, mortgage, hypothecation, encumbrance, disposition of or any other like transfer or encumbering of any Transfer Stock (or any interest therein) proposed by any of the Stockholders.

  • Proposed Transferee has the meaning set forth in Section 2.4(a).

  • Asset Transfer means a sale, lease, exclusive license or other disposition of all or substantially all of the assets of the Company.

  • prospective sale means a sale which is intended to be made in the future, upon the occurrence of a stated event, whether or not the occurrence of the event is certain;

  • Qualified instructor means individuals whose training and experience adequately prepare them to carry out specified training assignments. Interpreting physicians, radiologic technologists, or medical physicists who meet the requirements of 41.6(3) would be considered qualified instructors in their respective areas of mammography. Radiological technologists who meet the requirements of 41.6(3) and have passed a state-approved mammography examination such as the examination given by the American Registry of Radiography Technologists would be considered qualified instructors in their respective areas of mammography. The examination would include, but not necessarily be limited to: breast anatomy and physiology, positioning and compression, quality assurance/quality control techniques, and imaging of patients with breast implants. Other examples of individuals who may be qualified instructors for the purpose of providing training to meet the regulations of this chapter include, but are not limited to, instructors in a post-high school training institution and manufacturers’ representatives.

  • Approved Transferee means (a) a “qualified institutional buyer” (“QIB”) as defined in Rule 144A promulgated under the Securities Act that is a financial institution or commercial bank having capital and surplus of $5,000,000,000 or more, (b) an affiliate of the Funding Lender, or (c) a trust or custodial arrangement established by the Funding Lender or one of its affiliates the beneficial interests in which will be owned only by QIBs.

  • Securitization Transfer The sale or transfer of some or all of the Mortgage Loans to a trust or other entity as part of a publicly-issued or privately-placed, rated or unrated mortgage pass-through or other mortgage-backed securities transaction.

  • Fannie Mae Transfer As defined in Section 13 hereof.

  • Prospective Transferee means any person to whom a Key Holder proposes to make a Proposed Key Holder Transfer.

  • Excluded Transfer means any transfer of VMTP Shares (1) to a tender option bond trust in which the Purchaser and/or its Affiliates collectively own all of the residual interests, (2) in connection with a distribution in-kind to the holders of securities of or receipts representing an ownership interest in any tender option bond trust in which the Purchaser and/or its Affiliates collectively own all of the residual interests, (3) in connection with a repurchase financing transaction or (4) relating to a collateral pledge arrangement.

  • Transfer Restricted Securities means Securities that bear or are required to bear the legend relating to restrictions on transfer relating to the Securities Act set forth in Section 2.3(e) hereto.

  • Permitted Transfer has the meaning set forth in Section 10.02.

  • Qualified Securitization Transaction means any transaction or series of transactions that may be entered into by the Company or any of its Restricted Subsidiaries pursuant to which the Company or any of its Subsidiaries may sell, convey or otherwise transfer to:

  • Qualified vendor means a vendor who:

  • Subsequent Transferee has the meaning set forth in Section 4.06(b).

  • Eligible Transferee means and include a commercial bank, financial institution or other "accredited investor" (as defined in Regulation D of the Securities Act).

  • Qualified Property has the meaning set forth in Section 313.021(2) of the TEXAS TAX CODE and as interpreted by the Comptroller’s Rules and the Texas Attorney General, as these provisions existed on the Application Review Start Date.

  • Qualifying investment means a capital investment in real property including the purchase price of land and existing buildings and structures, site preparation, improvements to the real property, building construction, and long-term lease costs. “Qualifying investment” also means a capital investment in depreciable assets.

  • Transfer-Restricted Security means any Security that constitutes a “restricted security” (as defined in Rule 144); provided, however, that such Security will cease to be a Transfer-Restricted Security upon the earliest to occur of the following events:

  • Qualified shares means all shares entitled to be voted with respect to the transaction except for shares that the secretary or other officer or agent of the corporation authorized to count votes either knows, or under subsection 4 is notified, are held by:

  • Permitted Transferee Any Transferee of a Residual Certificate other than a Disqualified Organization or Non-United States Person.

  • Qualified GIC A guaranteed investment contract or surety bond providing for the investment of funds in the Custodial Account and insuring a minimum, fixed or floating rate of return on investments of such funds, which contract or surety bond shall: