Affiliate Transfer. A Transfer of any direct or indirect interests in Borrower held by, or by an entity owned and Controlled by, MPC Partnership Holdings LLC (“Affiliate Transferor”) to one or more of Affiliate Transferor’s Affiliates (“Affiliate Transfer”) provided that each of the following conditions is satisfied:
(A) Borrower provides Lender with at least 30 days prior Notice of the proposed Affiliate Transfer and pays to Lender the Transfer Processing Fee.
(B) At the time of the proposed Affiliate Transfer, no Event of Default has occurred and is continuing and no event or condition has occurred and is continuing that, with the giving of Notice or the passage of time, or both, would become an Event of Default.
(C) Borrower pays or reimburses Lender, upon demand, for all costs and expenses including all Attorneys’ Fees and Costs, incurred by Lender in connection with the Affiliate Transfer.
(D) Lender determines, in Lender’s Discretion, that the Affiliate meets Lender’s eligibility, credit, management and other standards.
(E) After the Affiliate Transfer, MPC Partnership Holdings LLC maintains direct or indirect Control of the Affiliate transferee, and Control and management of the day-to-day operations of Borrower continue to be held by the Person exercising such Control and management immediately prior to the Affiliate Transfer and there is no change in the Guarantor, if applicable.
(F) Lender receives organizational charts reflecting the structure of Borrower prior to and after the Affiliate Transfer.
(G) Lender will not be entitled to collect a Transfer Fee as the result of the Affiliate Transfer.
(H) Lender receives confirmation acceptable to Lender that (1) the requirements of Section 6.13 continue to be satisfied, and (2) the term of existence of the Affiliate (exclusive of any unexercised extension options or rights) does not expire prior to the Maturity Date.
(I) Borrower delivers to Lender a search confirming that the Affiliate is not on the list of Specially Designated Nationals or other blocked persons published by the U.S. Office of Foreign Assets Control, or on the list of persons or entities prohibited from doing business with the Department of Housing and Urban Development.
(J) If a nonconsolidation opinion was delivered on the Closing Date and if, after giving effect to the Affiliate Transfer and all prior Transfers, 50% or more in the aggregate of direct or indirect interests in Borrower are owned by any Person and its Affiliates that owned less than a 5...
Affiliate Transfer. An “Affiliate Transfer” is a Transfer of any Controlling Interest in Borrower or a Designated Entity for Transfers to an Affiliate of the transferor.
Affiliate Transfer. A Transfer of any direct or indirect interests in Borrower held by an entity directly or indirectly owned and Controlled by Bluerock Residential Growth REIT, Inc. (“Bluerock Affiliate Transferor”) to one or more “Bluerock Affiliate Transferor’s Affiliates” (“Bluerock Affiliate Transfer”) provided that each of the following conditions is satisfied:
(A) Borrower provides Lender with at least 30 days prior Notice of the proposed Bluerock Affiliate Transfer and pays to Lender the Transfer Processing Fee.
(B) At the time of the proposed Bluerock Affiliate Transfer, no Event of Default has occurred and is continuing and no event or condition has occurred and is continuing that, with the giving of Notice or the passage of time, or both, would become an Event of Default.
(C) Borrower pays or reimburses Lender, upon demand, for all costs and expenses including all Attorneys’ Fees and Costs, incurred by Lender in connection with the Bluerock Affiliate Transfer.
(D) Lender determines, in Lender’s Discretion, that the Bluerock Affiliate Transferor’s Affiliate meets Lender’s eligibility, credit, management and other standards.
(E) After the Bluerock Affiliate Transfer, Control and management of the day-to-day operations of Borrower and the Facility continue to be held by the Person exercising such Control and management immediately prior to the Bluerock Affiliate Transfer and there is no change in the Guarantor, if applicable.
(F) Lender receives organizational charts reflecting the structure of Borrower prior to and after the Bluerock Affiliate Transfer.
(G) Lender will not be entitled to collect a Transfer Fee as the result of the Bluerock Affiliate Transfer.
(H) Lender receives confirmation acceptable to Lender that (1) the requirements of Section 6.13 continue to be satisfied, and (2) the term of existence of the Bluerock Affiliate Transferor’s Affiliate (exclusive of any unexercised extension options or rights) does not expire prior to the Maturity Date.
(I) Borrower delivers to Lender a search confirming that the Bluerock Affiliate Transferor’s Affiliate is not on the list of Specially Designated Nationals or other blocked persons published by the U.S. Office of Foreign Assets Control, or on the list of persons or entities prohibited from doing business with the Department of Housing and Urban Development.
(J) If a nonconsolidation opinion was delivered on the Closing Date and if, after giving effect to the Bluerock Affiliate Transfer and all prior Transfers, 50%...
Affiliate Transfer. You or any Equity Owner named in the Rider as of the Effective Date (or any transferee Equity Owner we subsequently approve) may Transfer an Equity Interest or this Agreement to an Affiliate, as long as: (i) any Transfer of an Equity Interest does not result in a change of Control of the Licensee, the Hotel or the Hotel Site; (ii) in any Transfer of this Agreement to an Affiliate, the Control of the Transferee Licensee is not different from the Control of the transferring Licensee; and (iii) the Transfer otherwise satisfies the conditions in this Subparagraph 11.b.(2).
Affiliate Transfer. A Transfer of any direct or indirect interests in Borrower held by an entity owned and Controlled by Independence Realty Trust, Inc. (“Affiliate Transferor”) to one or more of Affiliate Transferor’s Affiliates (“Affiliate Transfer”) provided that each of the following conditions is satisfied:
Affiliate Transfer. Notwithstanding the provisions of SECTION 15.01 hereof, Tenant shall have the right, without the prior written consent of Landlord, to assign its entire interest in this Lease to an Affiliate (hereinafter defined) so long as (i) the Affiliate deliver to Landlord, concurrently with such assignment, a written notice of the assignment and an assumption agreement whereby the Affiliate assumes and agrees to perform, observe and abide by the terms, conditions, obligations and provisions of this Lease applicable to Tenant, (ii) the Affiliate has financial credit that is equal to or greater than that of Tenant on the Effective Date, and (iii) the entity remains an Affiliate. Further, Tenant shall also have the right, without the prior written consent to Landlord, to sublet all or any portion of the Premises to an Affiliate so long as (i) such sublease satisfies the requirements of this Section, (ii) the Affiliate has financial credit that is equal to or greater than that of Tenant on the Effective Date, and (iii) the entity remains an Affiliate. No subletting or assignment by Tenant made pursuant to this Section shall relieve Tenant of Tenant's obligations under this Lease. As used herein, the term Affiliate shall mean and collectively refer to (i) a corporation, individual or other entity which owns and controls all of the voting stock of Tenant (if it is a corporation) or controls the day-to-day decision making of Tenant (the "Parent"), or (ii) a corporation in which either the Tenant or its Parent owns and controls all of the voting stock of the corporation and is able to elect (by ownership of stock or proxy) the board of directors and the officers of the corporation, or (iii) an Affiliate of the Parent, and/or (iv) a successor or surviving corporation in the event of a merger, takeover or other form of corporate acquisition of the Tenant. A transfer permitted under this Section will be excluded from the provisions of SECTION 15.02 hereof.
Affiliate Transfer. Consent shall not unreasonably be withheld for a transfer by a party of its Shares to one of its Affiliates, provided that (a) the transferring party agrees to guarantee all of the obligations and any liabilities of the transferee under this agreement; and (b) the transferee agrees in writing that, if such transferee ceases to be an Affiliate of such party, it will transfer all Shares back to the relevant party (or another Affiliate thereof). Notwithstanding anything to the contrary in this agreement, SoftBank shall be permitted to transfer any Share or interest in the JV to (i) any of its Affiliated investment funds, or (ii) any successor to all or substantially all of SoftBank’s assets to which this agreement relates, whether by merger, acquisition, consolidation, sale of shares, sale of assets, or otherwise; and (b) Guardant shall be permitted to transfer any share or interest in the JV to any successor to all or substantially all of Guardant’s assets to which this agreement relates, whether by merger, acquisition, consolidation, sale of shares, sale of assets, or otherwise; provided, however, in the event of any transfer by Guardant (x) clause 15.1(b)(ii) shall not apply to the exercise of the Put Right following such transfer and (y) the form of payment in connection with the exercise of the Put Right following such transfer shall no longer be at the discretion of Guardant (or its assignee), but shall be at the discretion of SoftBank (or its assignee). In the event of any transfer permitted by the immediately preceding sentence, the assignee shall be deemed “SoftBank” or “Guardant” accordingly for the purposes of this agreement; provided, however, that (A) the assignor provides the other party to this agreement with prior written notice of no less than five (5) Business Days of its intent to assign the Shares, (B) such successor has a creditworthiness (e.g., assets and capitalization) not less than the assignor and would reasonably be considered to have sufficient financial standing to comply with the assigning party’s obligations hereunder and (C) such assignment or transfer shall be contingent upon such assignee providing a written instrument to the JV notifying the JV of such assignment or transfer and agreeing in writing to be bound by the terms of this agreement.
Affiliate Transfer. You or any Equity Owner as of the Effective Date may sell, lease, transfer or otherwise convey any Equity Interest or transfer this Agreement to an Affiliate (each an “Affiliate Transfer”); provided that: (i) such event does not, in our opinion, result in a change of control of the Licensee, the Hotel or the Hotel Site; (ii) you are not then in material default under this Agreement; (iii) the Affiliate Transfer is not, directly or indirectly, to a Competitor; and (iv) you otherwise satisfy the conditions in Subparagraphs 11.b.(3)(a) – (g), (i) and (j) below that we may require you to satisfy.
Affiliate Transfer. You or any Equity Owners as of the date of this Agreement may sell, lease, transfer or otherwise convey any Equity Interest to an Affiliate (each an “Affiliate Transfer”); provided that such event does not, in our opinion, result in a change in the ultimate controlling Equity Owners of the Licensee, this Agreement or the Hotel and the following conditions are met. “Affiliate” means, with respect to any entity, any natural person or firm, corporation, partnership, association, trust or other entity which, directly or indirectly, controls, is controlled by, or is under common control with, you or any Equity Owners as of the date of this Agreement. A natural person or entity which has an entity as an Affiliate will also be deemed to be an Affiliate of that entity. We will not withhold our consent to an Affiliate Transfer if (x) you are not then in material default under this Agreement; (y) the Affiliate Transfer is not, directly or indirectly, to a Competitor; and (z) you otherwise satisfy the conditions as set forth in Subparagraphs 11.b.(2)(b)(i)-(vii), (ix) and (x) below that we may require you to satisfy.
Affiliate Transfer. A Transfer of any direct or indirect interests in Pledgor held by an entity owned and directly or indirectly Controlled by Guarantor to one or more of Guarantor’s Affiliates (“Affiliate Transfer”) provided that each of the following conditions is satisfied:
(i) Borrower provides Lender with at least 30 days prior Notice of the proposed Affiliate Transfer, including organizational charts and documents reflecting the structure of Borrower prior to and after the proposed Affiliate Transfer.
(i) At the time of the proposed Affiliate Transfer, no Event of Default has occurred and is continuing and no event or condition has occurred and is continuing that, with the giving of Notice or the passage of time, or both, would become an Event of Default.
(ii) Borrower delivers to Lender a certification that following the proposed Affiliate Transfer, each of the following conditions will be satisfied:
(A) Control and management of the day-to-day operations of Borrower will continue to be held by the Person exercising such Control and management immediately prior to the Affiliate Transfer.
(B) No Non-U.S. Equity Holder, and no other person with a direct or indirect interest in Borrower equal to or greater than 25%, is on any Prohibited Parties List.
