SALE/ENCUMBRANCE DEFINED. A sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer within the meaning of this Article 6 shall be deemed to include, but not be limited to, (a) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (b) an agreement by Borrower leasing all or a substantial part of the Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower's right, title and interest in and to any Leases or any Rents; (c) the voluntary or involuntary sale, conveyance, transfer or pledge of the stock of the general partner of Borrower (or the stock of any corporation directly or indirectly controlling such general partner by operation of law or otherwise) or the creation or issuance of new stock by which an aggregate of more than ten percent (10%) of such general partner's stock shall be vested in a party or parties who are not now stockholders; (d) the voluntary or involuntary sale, conveyance, transfer or pledge of any general or limited partnership interest in Borrower; (e) if Borrower, any general partner of Borrower, any guarantor or any indemnitor is a limited liability company, the change, removal or resignation of a member or managing member or the transfer or pledge of the interest of any member or managing member or any profits or proceeds relating to such interest; or (f) any other transfer prohibited by the terms of the Loan Agreement.
SALE/ENCUMBRANCE DEFINED. A sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer of the Property within the meaning of this PARAGRAPH 15 shall be deemed to include, but not limited to the following: (i) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower leasing all or a substantial part of the Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a mortgage in, Borrower's right, title and interest in and to any Leases or any Rents; or (iii) a sale, encumbrance, pledge, hypothecation, or transfer of any direct and/or indirect ownership interests (including beneficial interests) in Borrower. Notwithstanding the foregoing, provided that no Event of Default has occurred, the following transfers shall not be deemed to be a sale or encumbrance for the purpose of this PARAGRAPH 15: (A) transfers of interests in Borrower for estate planning purposes to immediate family members (which shall be limited to a spouse, parent, child and grandchild (each an "IMMEDIATE FAMILY MEMBER")) of such party or to trusts or entities created for the benefit of Immediate Family Members provided that (1) Borrower shall provide Lender with 30 days' prior written notice of any such permitted transfer, and (2) Borrower shall furnish Lender with copies of any documentation executed in connection with such permitted transfer promptly after execution thereof, (B) transfers of direct and/or indirect interests in Borrower by operation of law or upon death by devise or descent, provided that Borrower shall furnish Lender with copies of any documentation executed in connection with such permitted transfer promptly after execution thereof, (C) transfers of direct and/or indirect interests in Borrower to Guarantor(s), (D) a sale, encumbrance, pledge, hypothecation, or transfer of less than forty-nine percent (49%) in the aggregate (which may be pursuant to one or more transactions during the term of the Loan) of the direct and/or indirect ownership interests (including beneficial interests) in Borrower provided that (1) Borrower shall furnish Lender with copies of any documentation executed in connection with such permitted transfer promptly after execution thereof, (2) such transfer does not result in change in the control or management of Borrower, and (3) if the transferor is Guarantor or an ent...
SALE/ENCUMBRANCE DEFINED. A sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer within the meaning of this Article 8 shall be deemed to include, but not be limited to, (a) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (b) a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any aspect of the Property; or (c) the voluntary or involuntary sale, conveyance, transfer or pledge of a controlling equity interest in Borrower except to an affiliate.
SALE/ENCUMBRANCE DEFINED. A sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment or transfer within the meaning of this Article 8 shall be deemed to include, but not be limited to, any of the following: (a) an installment sales agreement wherein SPTBROOK agrees to sell the Property or any part thereof for a price to be paid in installments; (b) an agreement by SPTBROOK leasing all or a substantial part of the Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, SPTBROOK's right, title and interest in and to any Leases or any Rents (other than pursuant to the Loan Documents); and (c) if SHPT ceases to be the owner of 100% of the issued and outstanding shares of beneficial ownership of SPTBROOK.
SALE/ENCUMBRANCE DEFINED. A sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer of the Property within the meaning of this Article 8 shall be deemed to include, but not limited to, (a) an installment sales agreement wherein Owner agrees to sell the Property or any part thereof for a price to be paid in installments; (b) an agreement by Owner leasing all or a substantial part of the Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Owner's right, title and interest in and to any Leases or any Rents; (c) a change in the ownership of Owner such that Owner is no longer controlled by Acuity Brands, Inc.; and (d) a change in the ownership of Acuity Brands, Inc. such that it is no longer a publicly held company. Notwithstanding the foregoing, the following transfer shall not be deemed to be a sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer within the meaning of this Article 8: a transfer by devise or descent or by operation of law upon the death of a member, general partner or stockholder of Owner, any Guarantor or any Indemnitor or any general partner or member thereof.
SALE/ENCUMBRANCE DEFINED. A sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer of the Property within the meaning of this Paragraph 15 shall be deemed to include, but not limited to the following: (1) an installment sales agreement wherein Grantor agrees to sell the Property or any part thereof for a price to be paid in installments; (2) an agreement by Grantor leasing all or a substantial part of the Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a mortgage in, Grantor’s right, title and interest in and to any Leases or any Rents; or (3) a sale, encumbrance, foreclosable pledge, hypothecation, or transfer of any direct and/or indirect ownership interests (including beneficial interests) in Grantor. Notwithstanding the foregoing, provided that no default has occurred and is continuing, the following transfers shall not be deemed to be a sale or encumbrance for the purpose of this Paragraph 15:
SALE/ENCUMBRANCE DEFINED. A sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer within the meaning of this Article 8 shall be deemed to include, but not limited to (a) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (b) an agreement by Borrower leasing all or a substantial part of the Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower's right, title and interest in and to any Leases or any Rents; (c) if Borrower, any Guarantor, any Indemnitor, or any general partner or managing member (or if no managing member, any member) of Borrower, Guarantor or Indemnitor is a corporation, the voluntary or involuntary sale, conveyance, transfer or pledge of such corporation's stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock by which an aggregate of more than 49% of such corporation's stock shall be vested in a party or parties who are not now owners of more than 49% of such corporation's stock; (d) if Borrower, any
SALE/ENCUMBRANCE DEFINED. (A) A sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer within the meaning of this Article 8 shall be deemed to include, but not limited to, (a) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (b) an agreement by Borrower leasing all or a substantial part of the Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of
SALE/ENCUMBRANCE DEFINED. (a) . . . . .
SALE/ENCUMBRANCE DEFINED. A sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer of the Property within the meaning of this Paragraph 15 shall be deemed to include, but not limited to the following: (i) an installment sales agreement wherein Grantor agrees to sell the Property or any part thereof for a price to be paid in installments; (ii) an agreement by Grantor leasing all or a substantial part of the Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Grantor’s right, title and interest in and to any Leases or any Rents; (iii) a sale or transfer of the ownership interests (including beneficial interests) of any Principal in Grantor that would result in any Principal owning directly or indirectly less than 25% of the total ownership interests (including beneficial interests) in Grantor; or (iv) if Xxxxxx X. Xxxxxx fails to continue to make the day-to-day decisions for Grantor’s business or if Xxxxxx X. Xxxxxx’x consent is no longer required for all material decisions (for purposes of this Paragraph 15 the foregoing shall be deemed to constitute “control”).
