Permitted Property Transfer (Assumption) Sample Clauses

Permitted Property Transfer (Assumption). Notwithstanding the foregoing provisions of this Article 6, at any time other than the sixty (60) days prior to and following any Secondary Market Transaction, Lender shall not unreasonably withhold consent to a one-time transfer of the Property in its entirety to, and the related assumptions of the Loan by, any Person (a “Transferee”) provided that each of the following terms and conditions are satisfied:
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Permitted Property Transfer (Assumption). Notwithstanding the foregoing provisions of this Article 6, at any time other than the sixty (60) days prior to and following any Securitization, Lender shall not unreasonably withhold consent to a one-time transfer of the Individual Properties in their entirety or the Collateral (or 100% of the direct or indirect interests therein) in its entirety, and the related assumptions of the Loan by, any Person (a “Transferee”) shall be permitted without Lender’s consent (except as specified in Section 6.4(b) below) provided that each of the following terms and conditions are satisfied:
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Permitted Property Transfer (Assumption). Notwithstanding the foregoing provisions of this Article 6, no transfer of all of the Properties and assumption of the Loan shall occur until the earlier of (I) sixty (60) days after a Securitization of the Loan and (II) one hundred twenty (120) days after the Closing Date. Otherwise, in addition to Borrower’s other rights expressly permitted under this Article 6, (X) a transfer of all of the Properties to a new borrower (“Transferee”) or (Y) a transfer of more than forty-nine percent (49%) of the direct or indirect legal or beneficial interests in Borrower, and in each instance provided that the same do not otherwise constitute a Permitted Transfer or are otherwise permitted by Section 6.3 (a “Majority Equity Transfer”) shall each be permitted without Lender’s consent (each, a “Permitted Assumption”) provided that Lender receives thirty (30) days’ prior written notice of such Permitted Assumption and no Event of Default has occurred and is continuing at the time the Permitted Assumption is consummated. In connection with any Permitted Assumption pursuant to this Section 6.4, Borrower shall be required to satisfy the following:
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Permitted Property Transfer (Assumption). Notwithstanding the foregoing provisions of this Article 6, no transfer of all of the Properties and the Collateral and assumption of the Loan and the Security Instrument shall occur until the earlier of (I) sixty (60) days after a Securitization of the Loan or Securitization (as defined in the Mortgage Loan Agreement) of the Mortgage Loan and (II) one hundred twenty (120) days after the Closing Date. Otherwise, in addition to Borrower’s other rights expressly permitted under this Article 6, (X) a transfer of all of the Properties and the Collateral or (Y) a transfer of more than forty-nine percent (49%) of the direct or indirect legal or beneficial interests in Borrower and Mortgage Borrower, and in each instance provided that the same do not otherwise constitute a Permitted Transfer or are otherwise permitted by Section 6.3 (a “Majority Equity Transfer”) and, in each case, to the extent the Mortgage Loan is simultaneously being assumed by a Successor Property Owner, the related and concurrent assumption of the Mortgage Loan by a Successor Property Owner pursuant to Section 6.4 of the Mortgage Loan Agreement and the Loan by a Person (a “Transferee”) shall be permitted without Lender’s consent (each, a “Permitted Assumption”) provided that Lender receives thirty (30) days’ prior written notice of such Permitted Assumption and no Event of Default has occurred and is continuing at the time the Permitted Assumption is consummated. In connection with any Permitted Assumption pursuant to this Section 6.4, Borrower shall be required to satisfy the following:
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Permitted Property Transfer (Assumption). (a) Notwithstanding anything to the contrary contained in Section 5.2.10 hereof, at any time other than the sixty (60) days prior to and following any Securitization, Lender shall not unreasonably withhold consent to a one-time transfer of the Properties or the interests in the Borrowers, the other Loan Parties, the Mortgage Borrowers, Operating Lessee and the other Mortgage Loan Parties in their entirety to, and the related assumptions of the Loan by, any Person or its Affiliates (a “Transferee”) provided that each of the following terms and conditions are satisfied:
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Permitted Property Transfer (Assumption). Notwithstanding the provisions of Section 11.1, at any time other than during the Blackout Period, Borrower shall have the right to convey all of the Property to a new borrower (the “Transferee Borrower”) and have Transferee Borrower assume all of Borrower’s obligations under the Loan Documents, and have replacement guarantors and indemnitors replace the guarantors and indemnitors with respect to all of the obligations of the indemnitors and guarantors of the Loan Documents from and after the date of such transfer (collectively, a “Transfer and Assumption”), subject to the terms and full satisfaction of all the conditions precedent set forth below in this Section 11.3:
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Permitted Property Transfer (Assumption). Notwithstanding the foregoing provisions of this Article 6, at any time other than the sixty (60) days prior to and following any Secondary Market Transaction, Lender shall not unreasonably withhold consent to a one-time transfer of the Properties (or, to the extent that an Individual Property has been released in accordance with Section 2.10 hereof, the remaining Individual Property) in their or its entirety, as applicable, to, and the related assumptions of the Mortgage Loan by, any Person (a “Property Owner Transferee”), the related assumptions of the Mezzanine A Loan by, any Person (a “Mezzanine A Transferee”) and the related assumptions of the Loan by a Transferee (as defined below) provided that each of the following terms and conditions are satisfied:
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Permitted Property Transfer (Assumption). Notwithstanding the provisions of Section 11.1, at any time other than during the Blackout Period, Borrower shall have the right to (i) cause Mortgage Borrower to convey all of the Property to a new owner (the “Transferee Owner”) and have Transferee Owner assume all of Mortgage Borrower’s obligations under the Mortgage Loan Documents and (ii) have all of the Persons who own direct ownership interests in Transferee Owner (“Transferee Borrower”) assume all of Borrower’s obligations under the Loan Documents, and (iii) have replacement guarantors and indemnitors replace the guarantors and indemnitors with respect to all of the obligations of the indemnitors and guarantors of the Mortgage Loan Documents and the Loan Documents from and after the date of such transfer (collectively, a “Transfer and Assumption”), subject to the terms and full satisfaction of all the conditions precedent set forth below in this Section 11.3:
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Permitted Property Transfer (Assumption) 
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Related to Permitted Property Transfer (Assumption)

  • CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE SECTION 8.1. Company May Consolidate, Etc.,

  • Nonassumption If upon the closing of any Acquisition the successor entity does not assume the obligations of this Warrant and Holder has not otherwise exercised this Warrant in full, then the unexercised portion of this Warrant shall be deemed to have been automatically converted pursuant to Section 1.2 and thereafter Holder shall participate in the acquisition on the same terms as other holders of the same class of securities of the Company.

  • Transfer of Acquired Assets At the Closing, Seller is transferring and shall transfer to Buyer, and the Transaction Agreements are effective to vest in Buyer, good, valid and indefeasible or marketable, fee simple or leasehold, as applicable, title to the Acquired Assets, free and clear of all Liens, other than Permitted Liens.

  • Exception for Permitted Transfers The conditions of Sections 11.3.A(1) through 11.3.A(4) hereof shall not apply in the case of a Permitted Transfer. It is a condition to any Transfer otherwise permitted hereunder (whether or not such Transfer is effected during or after the first Fourteen-Month Period) that the transferee assumes by operation of law or express agreement all of the obligations of the transferor Limited Partner under this Agreement with respect to such Transferred Partnership Interest, and no such Transfer (other than pursuant to a statutory merger or consolidation wherein all obligations and liabilities of the transferor Partner are assumed by a successor corporation by operation of law) shall relieve the transferor Partner of its obligations under this Agreement without the Consent of the General Partner. Notwithstanding the foregoing, any transferee of any Transferred Partnership Interest shall be subject to any restrictions on ownership and transfer of stock of the General Partner contained in the Charter that may limit or restrict such transferee’s ability to exercise its Redemption rights, including, without limitation, the Ownership Limit. Any transferee, whether or not admitted as a Substituted Limited Partner, shall take subject to the obligations of the transferor hereunder. Unless admitted as a Substituted Limited Partner, no transferee, whether by a voluntary Transfer, by operation of law or otherwise, shall have any rights hereunder, other than the rights of an Assignee as provided in Section 11.5 hereof.

  • Transfer of Assets; Assumption of Liabilities (a) Prior to the Distribution, in accordance with the plan and structure set forth on Schedule 2.1(a) (such plan and structure being referred to herein as the “Spinoff Plan”) and to the extent not previously effected pursuant to the steps of the Spinoff Plan that have been completed prior to the date hereof:

  • Issuances of Additional Partnership Interests (a) The Partnership may issue additional Partnership Interests (other than General Partner Interests) and Derivative Partnership Interests for any Partnership purpose at any time and from time to time to such Persons for such consideration and on such terms and conditions as the General Partner shall determine, all without the approval of any Limited Partners.

  • Asset Transfer Seller shall have delivered to Buyer the following instruments of transfer and assignment in accordance with the provisions hereof, transferring to Buyer all of Seller's right, title and interest in and to the Assets, free and clear of all Liens:

  • Transfer of Assets and Assumption of Liabilities (a) On or prior to the Effective Time, but in any case prior to the Distribution, in accordance with the Plan of Reorganization:

  • Transfer Assets Not sell, contract for sale, transfer, convey, assign, lease or sublet any of its assets except in the ordinary course of business as presently conducted by the Borrower, and then, only for full, fair and reasonable consideration.

  • SALE/PURCHASE OF ADDITIONAL LOANS AND SUBSTITUTION OF SUBSTITUTED LOANS (A) Requirements Relating to Additional Loans From time to time during the Supplemental Purchase Period, SLM ECFC may, but shall not be obligated to, sell Eligible Loans to Funding, and Funding may (but only to the extent that the Eligible Loans are contemporaneously sold to the Eligible Lender Trustee on behalf of the Trust in accordance with the Sale Agreement and the related Additional Sale Agreement) purchase such Additional Loans from SLM ECFC at the related Additional Loans Purchase Price set forth in the related Additional Purchase Agreement. In addition, at any time, SLM ECFC may transfer Substituted Loans to Funding in satisfaction of any Loan repurchase obligations hereunder. The sale and purchase (or substitution) of Additional Loans (or Substituted Loans) pursuant to an Additional Purchase Agreement shall be consummated as set forth in this Section 3.2.

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