Common use of Condition to All Transfers Clause in Contracts

Condition to All Transfers. It shall be a condition to any Transfer that any required consent to such Transfer by any Secured Lender shall have been obtained. It shall also be a condition to the effectiveness of any Transfer of all or part of the Interest of a Member to a Person other than a Member, including Transfers otherwise permitted by Section 10.2(e) or (f), and a condition to the purported transferee of such Transfer being admitted as a Member of the Company or otherwise being entitled to any benefits or rights under this Agreement or otherwise associated with such Interest, that: except in the case of a Transfer of ownership interests in a Member permitted by Section 10.2(e), (a) the transferee shall execute and deliver to the other Member a written agreement reasonably satisfactory to the other Member accepting and adopting the terms of this Agreement and unconditionally assuming and agreeing to be bound by all obligations, conditions and covenants of the transferring Member hereunder with respect to the Interest transferred (whether in existence at the time of such Transfer or accruing thereafter), and (b) any guarantor of the obligations of the transferor under this Agreement shall execute a written guaranty of the obligations of the transferee hereunder, to the same extent and on the same terms as such guaranty of the transferor’s obligations; except in the case of a Transfer of ownership interests in a Member permitted by Section 10.2(e), the other Member shall have received such evidence (including opinions of counsel) of the due authorization, execution and delivery of instruments by, and the validity and enforceability of such instruments against, such transferee as the other Member shall reasonably request; and the other Member, at its option, shall have received an opinion of counsel reasonably acceptable to the other Member that (a) such Transfer shall not violate any federal or applicable state securities law or cause the Company to fail to qualify for an exemption from registration under the federal and any applicable state securities laws, and (b) such Transfer will not result in the imposition of fiduciary responsibility on the Company, any Member or any Affiliate of any Member under the Employee Retirement Income and Security Act of 1974, as amended from time to time (“ERISA”).

Condition to All Transfers. It shall be a condition to any Transfer that any required consent to such Transfer by any Secured Lender (and any other creditors of the Partnership, the Subsidiary REIT or any Property Entity that have approval rights under the terms of their credit documents) shall have been obtained. It shall also be a condition to the effectiveness of any Transfer (other than a Transfer arising as a result of a Terminating Event, as described in Section 9.6.1) of all or part of the Interest of a Member Partner to a Person other than a MemberPartner, including Transfers otherwise permitted by Section 10.2(e) 9.3 or (f)Section 9.4, and a condition to the purported transferee of such Transfer being admitted as a Member Partner of the Company Partnership or otherwise being entitled to any benefits or rights under this Agreement or otherwise associated with such Interest, that: : (i) except in the case of a Transfer of ownership interests in a Member Partner permitted by Section 10.2(e)9.3, (a) the transferee shall execute and deliver to the other Member General Partner a written agreement reasonably satisfactory to the other Member General Partner accepting and adopting the terms of this Agreement and unconditionally assuming and agreeing to be bound by all obligations, conditions and covenants of the transferring Member Partner hereunder with respect to the Interest transferred (whether in existence at the time of such Transfer or accruing thereafter), and (b) any guarantor of the obligations of the transferor under this Agreement shall execute a written guaranty of the obligations of the transferee hereunder, to the same extent and on the same terms as such guaranty of the transferor’s obligations; ; (ii) except in the case of a Transfer of ownership interests in a Member Partner permitted by Section 10.2(e)9.3, the other Member General Partner shall have received such evidence (including opinions of counsel) of the due authorization, execution and delivery of instruments by, and the validity and enforceability of such instruments against, such transferee as the other Member General Partner shall reasonably request; and , which shall be provided at the other Membertransferring Partner’s sole expense; (iii) except in the case of a Transfer of ownership interests in a Partner permitted by Section 9.3, at its option, the General Partner shall have received an opinion of counsel reasonably acceptable to the other Member General Partner that (a) such Transfer shall not violate any federal or applicable state securities law or cause the Company Partnership to fail to qualify for an exemption from registration under the federal and any applicable state securities laws, and (b) such Transfer will not result in the imposition of fiduciary responsibility on the CompanyPartnership, any Member Property Entity, any Partner or any Affiliate of any Member Partner under ERISA, which shall be provided at the transferring Partner’s sole expense; (iv) The Transfer would not cause the Subsidiary REIT to be a “pension-held” REIT (as defined in Code Section 856(h)(3)(D) and would not cause the Subsidiary REIT to cease to be “domestically controlled” (as defined in Code Section 897(h)(4)(B); (v) The Transfer would not require the Partnership to register under the Employee Retirement Income and Security Investment Company Act of 19741940; (vi) The Transfer would not cause the transferee to (directly or indirectly) violate any of the ownership limits set forth in section 8.2 of the Limited Liability Company Agreement of the Subsidiary REIT; (vii) no Person shall Beneficially Own or Constructively Own Interests if the Beneficial Ownership or Constructive Ownership of Interests would result in the Subsidiary REIT (A) being “closely held” within the meaning of Code Section 856(h) (without regard to whether the Interest is held during the last half of the taxable year), (B) being treated as amended a “pension-held” REIT within the meaning of Code Section 856(h)(3)(D) or (C) being treated as other than a “domestically controlled” REIT within the meaning of Code Section 897(h)(4)(B); and (viii) no Person shall Beneficially or Constructively Own Interests that would result in the Subsidiary REIT actually owning (or Constructively Owning) an interest in a tenant that is described in Code Section 856(d)(2)(B) if the income derived by the Subsidiary REIT from time the tenant would cause the Subsidiary REIT to time (“ERISA”fail to satisfy any of the gross income requirements of Code Section 856(c).

Condition to All Transfers. It shall be a condition to any Transfer that any required consent to such Transfer by any Secured Lender shall have been obtained. It shall also be a condition to the effectiveness of any Transfer of all or part of the Interest of a Member to a Person other than a Member, including Transfers otherwise permitted by Section 10.2(e) or (f), and a condition to the purported transferee of such Transfer being admitted as a Member of the Company or otherwise being entitled to any benefits or rights under this Agreement or otherwise associated with such Interest, that: : (i) except in the case of a Transfer of ownership interests in a Member permitted by Section 10.2(e), (a) the transferee shall execute and deliver to the other Member a written agreement reasonably satisfactory to the other Member accepting and adopting the terms of this Agreement and unconditionally assuming and agreeing to be bound by all obligations, conditions and covenants of the transferring Member hereunder with respect to the Interest transferred (whether in existence at the time of such Transfer or accruing thereafter), and (b) any guarantor of the obligations of the transferor under this Agreement shall execute a written guaranty of the obligations of the transferee hereunder, to the same extent and on the same terms as such guaranty of the transferor’s obligations; ; (ii) except in the case of a Transfer of ownership interests in a Member permitted by Section 10.2(e), the other Member shall have received such evidence (including opinions of counsel) of the due authorization, execution and delivery of instruments by, and the validity and enforceability of such instruments against, such transferee as the other Member shall reasonably request; and and (iii) the other Member, at its option, shall have received an opinion of counsel reasonably acceptable to the other Member that (a) such Transfer shall not violate any federal or applicable state securities law or cause the Company to fail to qualify for an exemption from registration under the federal and any applicable state securities laws, and (b) such Transfer will not result in the imposition of fiduciary responsibility on the Company, any Member or any Affiliate of any Member under the Employee Retirement Income and Security Act of 1974, as amended from time to time (“ERISA”).

Condition to All Transfers. It shall be a condition to any Transfer that any required consent to such Transfer by any Secured Lender shall have been obtained. It shall also be a condition to the effectiveness of any Transfer of all or part of the Interest of a Member to a Person other than a MemberPartner, including Transfers otherwise permitted by Section 10.2(eSections 11.2(d) or and (fe), and a condition to the purported transferee of such Transfer being admitted as a Member Partner of the Company Partnership or otherwise being entitled to any benefits or rights under this Agreement or otherwise associated with such Interest, that: : (i) except in the case of a Transfer of ownership interests in a Member Partner permitted by Section 10.2(eSections 11.2(c), (aA) the transferee shall execute and deliver to the other Member Partners a written agreement reasonably satisfactory to the other Member Partners accepting and adopting the terms of this Agreement and unconditionally assuming and agreeing to be bound by all obligations, conditions and covenants of the transferring Member Partner hereunder with respect to the Interest transferred (whether in existence at the time of such Transfer or accruing thereafter), and (bB) any guarantor of the obligations of the transferor under this Agreement shall execute a written guaranty of the obligations of the transferee hereunder, to the same extent and on the same terms as such guaranty of the transferor’s obligations; ; (ii) except in the case of a Transfer of ownership interests in a Member Partner permitted by Section 10.2(eSections 11.2(c), the other Member Partners shall have received such evidence (including opinions of counsel, which may be in-house counsel) of the due authorization, execution and delivery of instruments by, and the validity and enforceability of such instruments against, such transferee as the other Member Partners shall reasonably request; and ; (iii) the other MemberPartners, at its their option, shall have received an opinion of counsel reasonably acceptable to the other Member Partners that (aA) such Transfer shall not violate any federal or applicable state securities law or cause the Company Partnership to fail to qualify for an exemption from registration under the federal and any applicable state securities laws, and (bB) such Transfer will not result in the imposition of fiduciary responsibility on the CompanyPartnership, any Member Partner or any Affiliate of any Member Partner under the Employee Retirement Income and Security Act of 1974, as amended from time to time (“ERISA”); (iv) such Transfer will not result in any REIT Entity no longer qualifying as a Domestically Controlled REIT; and (v) such Transfer will not result in the Partnership being treated as a “publicly traded partnership” within the meaning of Code Section 7704.

Condition to All Transfers. It shall be a condition to any Transfer that any required consent to such Transfer by any Secured Lender (and any other creditors of the Company or any Property Entity that have approval rights under the terms of their credit documents) shall have been obtained. It shall also be a condition to the effectiveness of any Transfer (other than a Transfer arising as a result of a Terminating Event, as described in Section 9.6.1) of all or part of the Interest of a Member to a Person other than a Member, including Transfers otherwise permitted by Section 10.2(e) 9.3 or (f)Section 9.4, and a condition to the purported transferee of such Transfer being admitted as a Member of the Company or otherwise being entitled to any benefits or rights under this Agreement or otherwise associated with such Interest, that: : (i) except in the case of a Transfer of ownership interests in a Member permitted by Section 10.2(e)9.3.3 or 9.3.5, (a) the transferee shall execute and deliver to the other Member a written agreement reasonably satisfactory to the other Member accepting and adopting the terms of this Agreement and unconditionally assuming and agreeing to be bound by all obligations, conditions and covenants of the transferring Member hereunder with respect to the Interest transferred (whether in existence at the time of such Transfer or accruing thereafter), and (b) any guarantor of the obligations of the transferor under this Agreement shall execute a written guaranty of the obligations of the transferee hereunder, to the same extent and on the same terms as such guaranty of the transferor’s 's obligations; ; (ii) except in the case of a Transfer of ownership interests in a Member permitted by Section 10.2(e)9.3.3 or 9.3.5, the other Member shall have received such evidence (including opinions of counsel) of the due authorization, execution and delivery of instruments by, and the validity and enforceability of such instruments against, such transferee as the other Member shall reasonably request; and ; (iii) the other Member, at its option, Member shall have received an opinion of counsel reasonably acceptable to the other Member that (a) such Transfer shall not violate any federal or applicable state securities law or cause the Company to fail to qualify for an exemption from registration under the federal and any applicable state securities laws, and (b) such Transfer will not result in the imposition of fiduciary responsibility on the Company, any Property Entity, the Manager, any Member or any Affiliate of any Member under the Employee Retirement Income and Security Act of 1974, as amended from time to time (“"ERISA”"); and (iv) except in the case of a Transfer of ownership interests in a Member permitted by Section 9.3.5, the other Member shall have received either (a) an opinion of counsel reasonably satisfactory to the other Member that such Transfer will not result in a termination of the Company for federal income tax purposes, or (b) an indemnity against any additional income tax liability of the other Member (including any taxes payable with respect to payments under such indemnity) and any other costs of such Member (including such Member's Percentage Interest of any costs of the Company) arising from such a termination resulting from such Transfer, such indemnity to be in such form and from a party having such creditworthiness as is reasonably acceptable to the other Member, the choice of (a) or (b) above being in the sole discretion of the transferring Member.

Condition to All Transfers. It shall be a condition to any Transfer that any required consent to such Transfer by any Secured Lender or pursuant to the terms and conditions set forth in any agreements related to the ownership by the Company of the Equity Interest shall have been obtained. It shall also be a condition to the effectiveness of any Transfer of all or part of the Interest of a Member to a Person other than a Member, including Transfers otherwise permitted by Section 10.2(e) or (f), and a condition to the purported transferee of such Transfer being admitted as a Member of the Company or otherwise being entitled to any benefits or rights under this Agreement or otherwise associated with such Interest, that: : (i) except in the case of a Transfer of ownership interests in a Member permitted by Section 10.2(e), (a) the transferee shall execute and deliver to the other Member a written agreement reasonably satisfactory to the other Member accepting and adopting the terms of this Agreement and unconditionally assuming and agreeing to be bound by all obligations, conditions and covenants of the transferring Member hereunder with respect to the Interest transferred (whether in existence at the time of such Transfer or accruing thereafter), and (b) any guarantor of the obligations of the transferor under this Agreement shall execute a written guaranty of the obligations of the transferee hereunder, to the same extent and on the same terms as such guaranty of the transferor’s obligations; ; (ii) except in the case of a Transfer of ownership interests in a Member permitted by Section 10.2(e), the other Member shall have received such evidence (including opinions of counsel) of the due authorization, execution and delivery of instruments by, and the validity and enforceability of such instruments against, such transferee as the other Member shall reasonably request; and and (iii) the other Member, at its option, shall have received an opinion of counsel reasonably acceptable to the other Member that (a) such Transfer shall not violate any federal or applicable state securities law or cause the Company to fail to qualify for an exemption from registration under the federal and any applicable state securities laws, and (b) such Transfer will not result in the imposition of fiduciary responsibility on the Company, any Member or any Affiliate of any Member under the Employee Retirement Income and Security Act of 1974, as amended from time to time (“ERISA”).