Landlord’s Right to Sell. Notwithstanding anything in this Lease to the contrary, Landlord shall have the right to sell, transfer or otherwise convey, either separately or jointly, its interest in the Building and/or the Project, and all of Landlord’s related rights and obligations hereunder, to any Person.
Landlord’s Right to Sell. Subject to Tenant's Purchase Option and the mandatory purchase set forth in Article 19 and the terms of Section 13.1 and Article 20, nothing contained in this Lease shall be deemed in any way to limit, restrict or otherwise affect the right of Landlord at any time and from time to time to sell or transfer all of its right, title and estate in the Premises to a Landlord Affiliate or, if an Event of Major Default has occurred and is continuing at the time of such sale or transfer, to any Entity, provided that such buyer or transferee shall concurrently assume without incurring personal liability except as expressly provided in this Lease, in writing, in a manner consistent with this Lease and in compliance with all requirements of the UBS Loan documents, all of Landlord's and/or SGA's obligations under the UBS Loan or any other Authorized Loan and the Landlord's obligations under this Lease. Notwithstanding anything to the contrary in this Lease, without the prior written consent of Tenant (which may be withheld in Tenant's sole discretion), in no event shall Landlord sell or transfer all or any portion of Landlord's right, title or estate in the Premises to any Entity which does not then comply with the requirements of Sections 20.4 and 20.5 if an Event of Major Default does not then exist at the time of such sale or transfer. Any sale or transfer by Landlord whatsoever shall by its express terms recognize and confirm the right of possession of Tenant to the Premises and Tenant's other rights arising out of this Lease shall not be affected or disturbed in any way by any such sale, transfer, assignment or conveyance.
Landlord’s Right to Sell. Section 13.2 of the Lease is hereby amended by adding the following sentence: "In the event of any sale or other transfer by Landlord of its interest in this Lease, Landlord, concurrently with the effective date of the transfer, shall deliver the Security Deposit to the transferee, and shall give notice thereof to Tenant."
Landlord’s Right to Sell. (a) If Tenant does not give an Election Notice to Landlord on or prior to the thirtieth (30th) day after the date Landlord gives the Offer Notice to Tenant (as to which date time shall be of the essence), or if Tenant gives an Election Notice to Landlord and the sale of the Property to Tenant on the terms contained in the Offer Notice is not effectuated (other than as a result of a Landlord default) within one hundred twenty (120) days after the date Tenant gives the Election Notice to Landlord (or such later date as may have been specified in the Offer Notice), then, in either case, Landlord shall then have the right for a period of eighteen (18) months after the date Landlord gave the Offer Notice to Tenant, to sell the Property to any third party on any terms and conditions (including as to purchase price) in Landlord’s sole discretion and if the sale to Tenant does not occur due to a breach by Tenant under the Purchase and Sale Contract, the Deposit shall be retained by Landlord as liquidated damages. If Landlord does not sell the Property within such eighteen (18) month period, Landlord must again notify Tenant and follow the procedure in Section 35.1 if Landlord thereafter intends to sell the Property to any third party (other than as provided in clause (b) of this Section 35.2 or Section 35.4.
Landlord’s Right to Sell. If Tenant does not indicate in writing its election to exercise its Right of First Offer within the allowed time period, Landlord thereafter shall have the right to sell the portion of or interest in the Project specified in Landlord's Notice to any third party; provided (i) the sale is consummated on the same Basic Business Terms set forth in Landlord's Notice, including, without limitation, at the same purchase price and on terms no more favorable than those set forth in the Landlord's Notice; and (ii) escrow for the sale closes on or before the one hundred eightieth (180th) day following delivery of Landlord's Notice. Any sales transaction, other than a sale complying with the foregoing, shall be deemed a new determination by Landlord to sell the Project and no such sale may be consummated, unless Tenant is first offered the right to purchase the Project in accordance with the provisions of this Right of First Offer. The rights granted by this paragraph 24 shall not apply to any exercise of private power of sale, judicial foreclosure, deed in lieu of foreclosure or other proceedings to enforce a mortgage or deed of trust encumbering the Project.
Landlord’s Right to Sell. Nothing contained in this Lease shall be deemed in any way to limit, restrict or otherwise affect the right of Landlord at any time and from time to time to sell, transfer, assign or convey all or any portion of the right, title and estate of Landlord in the Land and in this Lease; provided, however, that in each such instance any such sale, transfer, assignment or conveyance shall by its express terms recognize and confirm (i) that such sale, transfer, assignment or conveyance is in all respects subject to the Lease and to the leasehold estate of Tenant created by this Lease; and (ii) the right of possession of Tenant to the Premises and Tenant’s other rights arising out of this Lease shall not be affected or disturbed in any way by any such sale, transfer, assignment or conveyance. Landlord agrees to provide Tenant with written notice of Landlord’s intent to sell, transfer, assign or convey the Land prior to Landlord’s soliciting bids from the public or otherwise entering into an agreement to sell, transfer, assign or convey the Land. Any other provision of this Lease to the contrary notwithstanding, each covenant, agreement or obligation of Landlord under this Lease relating to the ownership or use of the Project Improvements is intended to and shall constitute a covenant running with the title to the Land and shall be binding upon the owner from time to time of the Land.
Landlord’s Right to Sell. (a) Notwithstanding anything to the contrary set forth elsewhere in this Lease, neither Landlord nor the Agency shall cause or permit (whether voluntarily, by operation of Law or otherwise) the sale, transfer or conveyance (collectively, a "TRANSFER") of any of their respective interests in either the Public Parcel or the Private Parcel, without the prior written consent of Tenant, to be given or withheld in its sole discretion, prior to or during the month following, the date on which Tenant (or any affiliate thereof) may exercise an option (the "PURCHASE OPTION") to purchase the Public Parcel and the Private Parcel for a purchase price not exceeding the greater of (i) the principal amount
Landlord’s Right to Sell. Subject to Tenant’s Purchase Option set forth in Article XX hereof and without limitation of Landlord’s rights and remedies under Article XIX hereof, Landlord may transfer all or any portion of its right, title and interest in any Parcel to Administrative Agent, any Rent Purchaser or any other financial institution having a minimum capitalization and surplus of at least $50,000,000, so long as such transfer (i) does not cause Tenant to be identified as the ‘primary beneficiary’ of the transactions contemplated by this Lease and the Operative Documents under the relevant provisions of FASB Interpretation No. 46 (rev. December 2003), as hereafter amended or replaced, or otherwise require the transferee Entity and Tenant to be consolidated for financial accounting purposes under then applicable accounting standards or otherwise prevent Tenant from utilizing operating lease accounting with respect to this Lease, and (ii) would not result in an increase in the amount of Real Estate Taxes payable with respect to such Parcel as a consequence of a reassessment thereof. Any sale or transfer by Landlord pursuant to this section shall by its express terms recognize and confirm the right of possession of Tenant to the Parcels and Tenant’s other rights arising out of this Lease shall not be affected or disturbed in any way by any such sale, transfer, assignment or conveyance (except for any disturbance resulting from a foreclosure sale conducted pursuant to the laws of the state where each Parcel is located at which independent third party bids were permitted pursuant to the applicable Security Instruments all subject to the terms of Section 19.2), and any transferee shall expressly assume in writing all obligations of Landlord to be performed following the date of transfer. Nothing in this Section 14.2 shall prohibit Landlord from selling rents to any financial institution pursuant to the Participation Agreement and/or the Rent Purchase Agreement executed by and between Landlord, Administrative Agent and the Rent Purchasers (without transferring Landlord’s interest in the Parcels) or from granting a security interest to the Rent Purchasers as additional inducement to participate in this transaction.
Landlord’s Right to Sell. Landlord may not transfer all or any portion of its right, title and interest in the Premises; provided, however that nothing contained in this Lease shall be deemed in any way to limit, restrict or otherwise affect the right of Landlord at any time and from time to time to sell or transfer all but not less than all of its right, title and estate in the Premises to: (1) a Landlord Affiliate or another financial institution (excluding, however, a non-substantive entity that is formed specifically for purposes of owning the Premises subject to this Lease and has no other substantive operations or which is a special purpose entity under the provisions of EITF 90-15), provided such Landlord Affiliate or other financial institution has a minimum capitalization and surplus in excess of $50,000,000; or (2) if an Event of Default has occurred and is continuing at the time of such sale or transfer, to any Entity. Any sale or transfer by Landlord whatsoever shall by its express terms recognize and confirm the right of possession of Tenant to the Premises and
Landlord’s Right to Sell. Subject to Tenant's Purchase Option, Landlord may not transfer all or any portion of its right, title and interest in the Premises; provided, however that nothing contained in this Lease shall be deemed in any way to limit, restrict or otherwise affect the right of Landlord at any time and from time to time to sell or transfer all or any portion of its right, title and estate in the Premises to: (1) a Landlord Affiliate; (2) another financial institution or trust established by such an institution; or (3) if an Event of Default has occurred and is continuing at the time of such sale or transfer, to any Entity. Any sale or transfer by Landlord whatsoever shall by its express terms recognize and confirm the right of possession of Tenant to the Premises and Tenant's other rights arising out of this Lease shall not be affected or disturbed in any way by any such sale, transfer, assignment or conveyance (except for any disturbance resulting from a foreclosure sale conducted pursuant to the laws of the State of California at which independent third party bids were permitted, pursuant to the SBLF Deed of Trust, all subject to the terms of SECTION 21.3)
