Transfer of Interests in Real Property Sample Clauses

Transfer of Interests in Real Property. (1) At the Closing the Shareholders shall cause the Transferor to, and the Transferor shall, enter into assignments, each in the form attached hereto as Exhibit 7.21(a) (collectively, the "Assignments" and, individually, an "Assignment") of each of the Leases (other than the Lease referred to in section 7.21(g)) (including, without limitation, any security interests/pledge liens created thereby) with respect to any parcel of the Leased Real Property not covered by the New Lease, collateral guarantees with respect to such real property and all security deposits made thereunder, each such Assignment containing a covenant of good title and the Transferor's and Shareholders' representation and warranty that (i) there have been no prior assignments of the Leases, (ii) such Leases are in full force and effect and are enforceable in accordance with their terms, and (iii) neither the Leases nor the security deposits made thereunder are then subject to any liens, security interests or adverse claims. At the Closing, the Shareholders and the Transferor shall deliver to the Transferee consents and estoppel certificates (the "Landlord Consent and Estoppel Certificates"), in form reasonably acceptable to the Transferee, executed by the landlord under each of the Leases consenting to the assignment of the Leases and stating that there are no defaults thereunder.
Sample 1
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Transfer of Interests in Real Property. On or prior to the Closing -------------------------------------- Date, the Transferors shall cause the Company to obtain the following documents with respect to the transfer of interests in real property:
Sample 1
Transfer of Interests in Real Property. (1) At or prior to the Closing, the Transferors shall cause their Affiliate(s) to (i) enter into an amended and restated lease (the "Restated Lease") in a form to be agreed upon in good faith by the parties and (ii) enter into a notice of lease in the statutory form required in the Commonwealth of Massachusetts (the "Notice of Lease"), in each case with respect to the Leased Real Property located at 00 Xxxx Xxxx Xxxxx, Xxxx Xxxxxxxxxx, Xxxxxxxxxxxxx. At the Closing, the Transferors and the Company shall deliver to the Transferee estoppel certificates (the "Estoppel Certificates") in form and substance reasonably satisfactory to the Transferee, executed by the landlords under each of the Leases and stating that there are no defaults thereunder.
Sample 1
Transfer of Interests in Real Property. (1) At the Closing, the Shareholders shall cause their Affiliates to enter into a lease (the "New Lease") with the Transferee with respect to the Leased Real Property located at 0000 Xxxxxxxxxx Xxxx, Xxxxxxx Xxxx, Xxx Xxxx, in the form attached hereto as Exhibit 7.20(a)(A), and assignments, each in the form attached hereto as Exhibit 7.20(a)(B) (collectively, the "Assignments"), of each of the Leases (including, without limitation, any security interests/pledge liens created thereby), collateral guarantees and all security deposits made thereunder, containing a covenant of good title and the Transferors' representation and warranty that (i) there have been no prior assignments of the Leases, (ii) such Leases are in full force and effect and are enforceable in accordance with their terms, and (iii) neither the Leases nor the security deposits made thereunder are then subject to any liens, security interests or adverse claims. If at any time either of the parties reasonably determines that the number of square feet in the premises subject to the New Lease is other than as currently understood by the parties, the parties shall in good faith determine whether an adjustment in the rental under the New Lease is appropriate. At the Closing, the Shareholders and the Transferor shall deliver to the Transferee consents and estoppel certificates (the "Landlord's Consent and Estoppel Certificates") executed by the landlords under each of the Leases in the form attached hereto as Exhibit 7.20(a)C.
Sample 1

Related to Transfer of Interests in Real Property

  • Transfer of Interests The Member may sell, assign, pledge, encumber, dispose of or otherwise transfer all or any part of the economic or other rights that comprise its Interest. The transferee shall have the right to be substituted for the Member under this Agreement for the transferor if so determined by the Member. No Member may withdraw or resign as Member except as a result of a transfer pursuant to this Section 7 in which the transferee is substituted for the Member. None of the events described in Section 18-304 of the Act shall cause the Member to cease to be a Member 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.

  • Transfer of Membership Interests (a) The Member may transfer its Membership Interest, in whole but not in part, but the transferee shall not be admitted as a Member except in accordance with Section 6.07. Until the transferee is admitted as a Member, the Member shall continue to be the sole member of the Company (subject to Section 1.02) and to be entitled to exercise any rights or powers of a Member of the Company with respect to the Membership Interest transferred.

  • Transfer of Partnership Interests The foregoing power of attorney shall survive the delivery of an instrument of transfer by any Partner of the whole or any portion of or interest in its Partnership Interest, except that (i) where a Partner becomes a Former Partner, or (ii) where a Transferee of such Partnership Interest has been approved as a successor Partner and the Transferor shall thereupon cease being a Partner (all in accordance with this Agreement), then the power of attorney of the Former Partner or the Transferor Partner, as the case may be, shall survive the cessation of Partner status or the delivery of such instrument of transfer, as the case may be, for the sole purpose of enabling the attorneys-in-fact for such Former Partner or the Transferor Partner (or any of them) to execute, swear to, acknowledge and file any and all instruments necessary to effectuate or reflect such cessation, transfer and succession.

  • Transfer of Equity Interest Upon each exercise of the Option under this Agreement:

  • Due on Sale and Encumbrance; Transfers of Interests Borrower acknowledges that Lender has examined and relied on the experience of Borrower and its members and principals of Borrower in owning and operating properties such as the Property in agreeing to make the Loan, and will continue to rely on Borrower’s ownership of the Property as a means of maintaining the value of the Property as security for repayment of the Debt and the performance of the Other Obligations. Borrower acknowledges that Lender has a valid interest in maintaining the value of the Property so as to ensure that, should Borrower default in the repayment of the Debt or the performance of the Other Obligations, Lender can recover the Debt by a sale of the Property. Therefore, without the prior written consent of Lender, but, in each instance, subject to the provisions of Article 7, neither Borrower nor any other Person having a direct or indirect ownership or beneficial interest in Borrower shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer the Property or any part thereof, or any interest, direct or indirect, in Borrower, whether voluntarily or involuntarily or enter into or subject the Property to a PACE Loan (a “Transfer”). A Transfer within the meaning of this Section 4.2 shall be deemed to include (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 for the leasing of all or a substantial part of the Property for any purpose other than the 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; (iii) if Borrower is a limited liability company, the change, removal, resignation or addition of a member or the transfer of the interest of any member; and (iv) any pledge, hypothecation, assignment, transfer or other encumbrance of any ownership interest in Borrower.

  • Transfer of Interest The Interest is personal property and may be transferred or assigned, in whole or in part, as permitted by the Equityholders Agreement, in the sole discretion of the Member. Notwithstanding anything to the contrary set forth herein, no Interest in the Company may be issued, transferred or pledged in any manner whatsoever except in compliance with all applicable Gaming Licenses and Gaming Laws, except as contemplated by Section 9.2.

  • Assignment of Membership Interests The Assignment of Membership Interests shall have been fully executed and delivered to Purchaser.

  • Permitted Equity Transfers Notwithstanding the restrictions contained in this Article 6, the following equity transfers shall be permitted without Lender’s consent: (a) a transfer (but not a pledge) by devise or descent or by operation of law upon the death of a Restricted Party or any member, partner or shareholder of a Restricted Party, (b) the transfer or issuance (but not the pledge), in one or a series of transactions, of the stock, partnership interests or membership interests (as the case may be) in a Restricted Party or (c) the sale, transfer or issuance of shares of common stock in any Restricted Party that is a publicly traded entity, provided such shares of common stock are listed on the New York Stock Exchange or another nationally recognized stock exchange (provided, that, the foregoing provisions of this clause (c) shall not be deemed to waive, qualify or otherwise limit Borrower’s obligation to comply (or to cause the compliance with) the other covenants set forth herein and in the other Loan Documents (including, without limitation, the covenants contained herein relating to ERISA matters)); provided, further, that, with respect to the transfers listed in clauses (a) and/or (b) above, (A) Lender shall receive not less than thirty (30) days prior written notice of such transfers, provided, however, prior written notice shall not be required with respect to transfers of direct or indirect ownership interests in Sponsor which do not result in a change in Control of Sponsor; (B) no such transfers shall result in a change in Control of Sponsor, Guarantor or Affiliated Manager; (C) after giving effect to such transfers, Sponsor shall (I) own at least a 51% direct or indirect equity ownership interest in each of Borrower and any SPE Component Entity; (II) Control Borrower and any SPE Component Entity and (III) control the day-to-day operation of the Property; (D) after giving effect to such transfers, the Property shall continue to be managed by Affiliated Manager or a New Manager approved in accordance with the applicable terms and conditions hereof; (E) in the case of the transfer of any direct equity ownership interests in Borrower or in any SPE Component Entity, such transfers shall be conditioned upon continued compliance with the relevant provisions of Article 5 hereof; (F) such transfers shall be conditioned upon Borrower’s ability to, after giving effect to the equity transfer in question (I) remake the representations contained herein relating to ERISA matters (and, upon Lender’s request, Borrower shall deliver to Lender an Officer’s Certificate containing such updated representations effective as of the date of the consummation of the applicable equity transfer) and (II) continue to comply with the covenants contained herein relating to ERISA matters; and (G) after giving effect to such transfer, the Guarantor Control Condition shall be satisfied. Notwithstanding the above, a Sponsor Level Pledge shall be permitted hereunder (and a Sponsor Level Pledge may be effected without the consent or approval of Lender) so long as any transfers made in connection therewith (exclusive of the actual grant of the Sponsor Level Pledge) comply with all other applicable provisions hereof (including, without limitation and as applicable, the foregoing provisions of this paragraph). Upon request from Lender, Borrower shall promptly provide Lender a revised version of the organizational chart delivered to Lender in connection with the Loan reflecting any equity transfer consummated in accordance with this Section 6.3.

  • Pledged Equity Interests, Investment Related Property (a) it is the record and beneficial owner of the Pledged Equity Interests free of all Liens, rights or claims of other Persons and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity Interests;

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