Affiliate Transfers. (i) Subject to the provisions of Section 10.1(b)(ii) hereof, and subject in each case to the prior written approval of each Member (such approval not to be unreasonably withheld), any Member may Transfer all or any portion of its Membership Interest in the Company at any time to an Affiliate of such Member, provided that such Affiliate shall remain an Affiliate of such Member at all times that such Affiliate holds such Membership Interest. If such Affiliate shall thereafter cease being an Affiliate of such Member while such Affiliate holds such Membership Interest, such cessation shall be a non-permitted Transfer and shall be deemed void ab initio, whereupon the Member having made the Transfer shall, at its own and sole expense, cause such putative transferee to disgorge all economic benefits and otherwise indemnify the Company and the other Member(s) against loss or damage under the Basic Documents.
(ii) Notwithstanding anything to the contrary contained in this Agreement, the following Transfers shall not require the approval set forth in Section 10.1(b)(i):
(a) Intentionally Omitted
(b) Any Transfer by SOIF III or a SOIF III Transferee of up to one hundred percent (100%) of its Membership Interest to any Affiliate of SOIF III, including but not limited to (A) BRG or any Person that is directly or indirectly owned by BRG; (B) SOIF II or any Person that is directly or indirectly owned by SOIF II; (C) BGF or any Person that is directly or indirectly owned by BGF; and/or (D) BGF II or any Person that is directly or indirectly owned by BGF II (collectively, a “SOIF III Transferee”);
(c) Any Transfer by BRG or a BRG Transferee of up to one hundred percent (100%) of its Membership Interest to any Affiliate of BRG, including but not limited to (A) SOIF II or any Person that is directly or indirectly owned by SOIF II; (B) SOIF III or any Person that is directly or indirectly owned by SOIF III; (C) BGF or any Person that is directly or indirectly owned by BGF and/or (D) BGF II or any Person that is directly or indirectly owned by BGF II (collectively, a “BRG Transferee”); provided however, as to subparagraphs (b)(ii)(a), (b), and (c), and as to subparagraph (b)(i), no Transfer shall be permitted and shall be void ab initio if it shall violate any “Transfer” provision of the Basic Documents. Upon the execution by any such SOIF III Transferee or BRG Transferee of such documents necessary to admit such party into the Company and to cause the SOIF III Transferee or B...
Affiliate Transfers. Notwithstanding anything to the contrary in the Sublease (as amended by this Amendment) including without limitation Article 12 thereof, a subletting by Lessee of all or a portion of the Premises to an Affiliate (as defined below) of Lessee shall not require Lessor’s consent, provided that (i) Lessee notifies Lessor of any such subletting prior to the effective date thereof and promptly supplies Lessor with any documents or information reasonably requested by Lessor regarding such subletting, and (ii) the net worth of such Affiliate is not less than reasonably required to fulfill the terms of the sublease. Any assignment of the Sublease to an Affiliate of Lessee shall be subject to all the terms and provisions of Article 12 of the Sublease (as amended by this Amendment) and shall be for not less than the entirety of the Premises under the Sublease; provided, however, Lessor’s consent to an assignment of the Sublease to an Affiliate of Lessee shall not be unreasonably withheld. The term “Affiliate” shall mean (a) any entity that is controlled by, controls or is under common control with, Lessee, (b) any entity that merges with, is acquired by, or acquires Lessee through the purchase of stock, membership or partnership interests or assets, or (c) any entity that becomes a parent, successor or Affiliate of Lessee, or is a successor of Lessee by reason of merger, consolidation, public offering, reorganization, dissolution, or sale of stock, membership or partnership interests or assets, Parking. Effective as of September 1, 2010 and continuing throughout the remainder of the Term, Lessee shall have the use of 228 unreserved parking spaces. Except as hereby amended, all other terms and conditions of the Sublease will remain unchanged and in full force and effect. [Signatures contained on next pages]
Affiliate Transfers. In the event that Franchisee transfers the Franchise to an Affiliate, or the Control of Franchisee is transferred to an Affiliate as provided in Subsection 1.13, Franchisee shall notify the Town of the transfer at least thirty (30) days before the transfer and, at that time, describe the nature of the transaction and submit complete information describing who will have direct and indirect ownership and control of the Cable System after the transaction.
Affiliate Transfers. Notwithstanding anything to the contrary contained in this Agreement (except the last sentence of Section 12.1), the following Transfers shall not require the approval set forth in Section 12.1:
(a) Any Transfer by BR Member or a Bluerock Transferee of up to one hundred percent (100%) of its Membership Interest to any Affiliate of Bluerock Real Estate, L.L.C., including but not limited to any of the following so long as it continues to be an Affiliate of Bluerock Real Estate, L.L.C.: (i) BR REIT or any Person that is directly or indirectly owned by BR REIT; (ii) Bluerock Special Opportunity + Income Fund, LLC or any Person that is directly or indirectly owned by Bluerock Special Opportunity + Income Fund, LLC; (iii) Bluerock Special Opportunity + Income Fund II, LLC or any Person that is directly or indirectly owned by Bluerock Special Opportunity + Income Fund II, LLC, (iv) Bluerock Special Opportunity + Income Fund III, LLC or any Person that is directly or indirectly owned by Bluerock Special Opportunity + Income Fund III, LLC, (v) Bluerock Growth Fund, LLC or any Person that is directly or indirectly owned by Bluerock Growth Fund, LLC and/or (vi) Bluerock Growth Fund II, LLC or any Person that is directly or indirectly owned by Bluerock Growth Fund II, LLC (collectively, a “Bluerock Transferee”); provided, that, following the date the BR REIT first acquires a direct or indirect interest in the Company or the Project, in all instances, BR REIT shall either retain, direct or indirectly, more than fifty percent (50%) of the ownership interest in the BR Member or otherwise retain the power to control, directly or indirectly, the major activities of the BR Member such that BR REIT can consolidate the BR Member on its audited financial statements; and
(b) Any Transfer by TCR Member or a TCR Transferee of up to one hundred percent (100%) of its Membership Interest to any Affiliate of the TCR Member (a “TCR Transferee”).
Affiliate Transfers. Subject to the provisions of Section l2.2(b) hereof, and subject in each case to the prior written approval of the Manager, (such approval not to be unreasonably withheld), any Member may Transfer all or any portion of its Interest in the Company at any time to an Affiliate of such Member, provided that such Affiliate shall remain an Affiliate of such Member at all times that such Affiliate holds such Interest. If such Affiliate shall thereafter cease being an Affiliate of such Member while such Affiliate holds such Interest, such cessation shall be a non permitted Transfer and shall be deemed void ab initio, whereupon the Member having made the Transfer shall, at its own and sole expense, cause such putative transferee to disgorge all economic benefits and otherwise indemnify the Company and the other Member(s) against loss or damage under any Collateral Agreement.
Affiliate Transfers. Subject in each case to the prior written approval of the General Partner and Starwood of any proposed transferee (and any Affiliate of such transferee), any Partner may Transfer all or any portion of its Interest in the Partnership at any time to an Affiliate of such Partner, provided that such Affiliate shall remain an Affiliate of such Partner at all times that such Affiliate holds such Interest. If such Affiliate shall thereafter cease being an Affiliate of such Partner while such Affiliate holds such Interest, such cessation shall be a non-permitted Transfer. Notwithstanding anything herein to the contrary, JVP shall have the right to issue profits interests in JVP (but not in the Partnership) to its employees (or to employees of its affiliates) under the terms of its governance documents so long as (a) the Key Individuals continue to have direct or indirect control over JVP and (b) such issuance of profits interests shall not create any additional costs for the General Partner, the Partnership or Starwood (e.g., financial or tax reporting supplements), or in the event of any such additional costs, such additional costs are borne solely by JVP.
Affiliate Transfers. No Citigroup Ring-Fence Entity shall transfer any Covered Asset to any Affiliate of Citigroup unless:
(a) such Affiliate is a U.S. Person;
(b) such Affiliate (on or prior to the date of such transfer) becomes a party to this Master Agreement by executing an Accession Agreement;
(c) if such transfer is made subsequent to the FRBNY Funding Date, such Affiliate (on or prior to the date of such transfer) becomes a party to the Security and Guaranty Agreement and any other Security Documents FRBNY may require, and FRBNY continues to have an exclusive, first priority perfected security interest in such Covered Asset (subject only to Permitted Liens);
(d) such Affiliate (on or prior to the date of such transfer) delivers such legal opinions of outside counsel as to matters concerning such Affiliate and its accession to the Program Documents, certificates of resolutions or other action, incumbency certificates, organizational and governing documents and evidence that such Affiliate is validly existing and in good standing, in each case as the U.S. Federal Parties reasonably may require; and
(e) such transfer is made in accordance with the requirements of the Governance and Asset Management Guidelines.
Affiliate Transfers. If any Equityholder desires to Transfer all or any portion of its Corporation Interest to a Controlled Affiliate, such Transfer shall be permitted hereunder only if the transferee executes an adoption agreement substantially in the form of EXHIBIT B.
Affiliate Transfers. If either a Duke Shareholder or a Philxxxx Xxxreholder desires to Transfer all or any portion of its Corporation Interest to an Affiliate, such Transfer shall only be permitted hereunder if the transferee (other than any transferee that is already a party to this Agreement) becomes a party to this Agreement by executing an adoption agreement in substantially the form of Exhibit A hereto.
Affiliate Transfers. Notwithstanding Sections 10.1(a)(i) and 10.1(a)(ii) (but in any event subject to Sections 10.3 and 10.4), at any time during or following the expiration of the Standstill Period, any Non-Managing Member may Transfer all or any portion of its Interest (including by way of Transfer of an interest in or in an interest held by such Member) to an Affiliate of such Non-Managing Member without the prior written consent of the Managing Member (it being understood that a Non-Managing Member effecting such a Transfer shall thereafter remain liable for its Available Commitment, unless released therefrom by the Managing Member in its sole and absolute discretion).
