Assets Lock-Out Period Clause Samples

Assets Lock-Out Period. (a) During the applicable “Lock-Out Period” (as defined below) with respect to an Asset, the Company and Operating Property Manager shall not authorize a sale, exchange or other disposition of such Asset (or the member interests (“interests”)) in the Subsidiary LLC holding such Asset), and Venture Five (and the Subsidiary LLC’s) shall not sell, exchange or otherwise dispose of such Asset (or Subsidiary LLC interests), except in a tax-free transaction that does not trigger any taxable gain for federal income tax purposes (directly or indirectly) to CPI. Prior to entering into, or permitting Venture Five (or any Subsidiary LLC) to enter into, any contract or commitment with respect to any sale, exchange or other disposition of an Asset (or Subsidiary LLC interest) during the applicable Lock-Out Period, Operating Property Manager shall first provide written notice of such proposed transaction to CPI in order for CPI to determine whether the transaction, if consummated, would trigger taxable gain to CPI. If CPI shall notify Operating Property Manager within a period of thirty (30) days after receipt of such notice that the proposed transaction would trigger taxable gain to CPI for federal income tax purposes, such transaction shall not be allowed without the Approval of the Members. If CPI shall fail to provide such notice to Operating Property Manager within said period of thirty (30) days after receipt of such notice, and Prudential provides CPI with a second notice marked “Inaction May Result In Asset Sale” and CPI fails to object to such proposed transaction within 10 days after receipt of such second notice, such transaction shall be allowed without the Approval of the Members. CPI shall upon request explain to Operating Property Manager any such determination by CPI under this Section 8.3.1(a), and upon the request of Prudential will provide Prudential with an opinion of counsel or an accountant reasonably satisfactory to Prudential to the effect that the proposed transaction would trigger taxable gain to CPI for federal income tax purposes. (b) The Lock-Out Period shall mean with respect to the Assets (and the interests in each Subsidiary LLC), the period commencing on the Effective Date and ending on the fourth anniversary of the Effective Date; provided, however, upon any Transfer of the Member Interest of Prudential pursuant to the provisions of Section 8.5, the applicable Lock-Out Period shall be extended or, if expired, re-invoked anew, for a perio...