Common use of Conditions of Transfer Clause in Contracts

Conditions of Transfer. Any transfer of the Leased Property permitted by Section 15.1 shall be subject to the prior or simultaneous satisfaction of the following conditions: (a) The Retained Funds with respect to the Leased Property shall, at the election of Landlord, (i) be deposited in an escrow account on terms and conditions reasonably satisfactory to Tenant; (ii) be treated as prepaid Minimum Rent for the last year of the Term and Landlord and Tenant shall, prior to the transfer, enter into an amendment to this Agreement reflecting such treatment, such amendment to be in form and substance reasonably satisfactory to Landlord and Tenant; (iii) be paid to Tenant at a discounted rate based on the interest rate published in The Wall Street Journal for U.S. Treasury Obligations having a maturity, closest in time to the last day of the then current Term (including, for this purpose, all exercised Extended Terms); or (iv) be likewise transferred to a successor obligor whose unsecured long term debt is rated investment grade by a nationally recognized rating agency or another successor obligor satisfactory to Tenant in its sole discretion and all Landlord obligations with respect to the same expressly assumed in writing pursuant to an assumption agreement in form and substance reasonably satisfactory to Tenant and pursuant to which, inter alia, such successor obligor expressly recognizes Tenant's right to receive the Retained Funds in accordance with the terms of this Agreement; (b) The definition of "Other Leases" and "Collective Leased Properties" set forth in this Agreement shall be amended to eliminate any references to any of the Other Leases or Collective Leased Properties not simultaneously transferred to the successor to Landlord under this Agreement;

Conditions of Transfer. Any transfer 24.2.1 The consent of the Leased Property permitted Borrower (which shall not be unreasonably withheld or delayed) is required for any Transfer by Section 15.1 shall an Existing Lender of any of its rights and/or obligations under the Facilities unless the Transfer will be subject to a Permitted Transferee. Where a Transfer is to be made to a prospective New Lender which is not a Permitted Transferee, the prior or simultaneous satisfaction Borrower will be deemed to have given its consent for such Transfer if, after 10 (ten) Business Days of delivery of the following conditionsrequest for consent for such Transfer, the Borrower has not responded to such request. 24.2.2 A Transfer will only be effective on: (a) The Retained Funds with respect to receipt by the Leased Property shall, at Senior Agent (whether in the election Assignment Agreement or otherwise) of Landlord, written confirmation from the New Lender (i) be deposited in an escrow account on terms and conditions reasonably satisfactory to Tenant; (ii) be treated as prepaid Minimum Rent for the last year of the Term and Landlord and Tenant shall, prior to the transfer, enter into an amendment to this Agreement reflecting such treatment, such amendment to be in form and substance reasonably satisfactory to Landlord and Tenant; (iiithe Senior Agent) be paid to Tenant at a discounted rate based on that the interest rate published in The Wall Street Journal for U.S. Treasury Obligations having a maturity, closest in time New Lender will assume the same obligations to the last day of other Senior Finance Parties and the then current Term (including, for this purpose, all exercised Extended Terms); or (iv) be likewise transferred to a successor obligor whose unsecured long term debt is rated investment grade by a nationally recognized rating agency or another successor obligor satisfactory to Tenant in its sole discretion other Secured Parties and all Landlord obligations with respect to the same expressly assumed in writing pursuant to Borrower as it would have been under if it was an assumption agreement in form and substance reasonably satisfactory to Tenant and pursuant to which, inter alia, such successor obligor expressly recognizes Tenant's right to receive the Retained Funds in accordance with the terms of this AgreementOriginal Lender; (b) The definition the New Lender entering into the documentation required for it to become a party to the Plateau Intercreditor Agreement; and (c) the performance by the Senior Agent of "Other Leases" all necessary “know your customer” or other similar checks under all applicable laws and "Collective Leased Properties" set forth regulations in relation to such assignment to a New Lender, the completion of which the Senior Agent shall promptly notify to the Lender and the New Lender. 24.2.3 If: (a) a Lender Transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (b) as a result of circumstances existing at the date the Transfer or change occurs, an Obligor would be obliged to make a payment to the new Lender or Lender acting through its new Facility Office under clauses 13 (Tax gross-up and indemnities) or clause 14 (Increased Costs), then the new Lender or Lender acting through its new Facility Office is only entitled to receive payment under those clauses to the same extent as the Existing Lender or Lender acting through its new Facility Office would have been if the Transfer or change had not occurred; provided that this Agreement clause shall be amended to eliminate any references not apply to any of the Other Leases or Collective Leased Properties not simultaneously transferred Transfer by RPM to the successor to Landlord under this Agreement;any South African domiciled bank.

Conditions of Transfer. Any The holder of any certificate for Restricted Securities bearing the aforesaid legend, by acceptance thereof, agrees (subject to paragraph 10) prior to any transfer or conversion where such conversion in connection with a proposed transfer of the Leased Property permitted by Section 15.1 shall be subject Restricted Securities, to give written notice to the prior Company expressing such holder's intention to effect such transfer or simultaneous satisfaction conversion and describing briefly the manner of the proposed transfer (which may include a distribution over a period of time or in the case of such conversion, such holder's intention as to the disposition (and the intended method thereof)) to be made of the Restricted Securities issuable upon the proposed conversion. Promptly upon receiving such notice, the Company shall present copies thereof to its counsel and to such holder's special counsel and the following conditionsprovisions shall apply: (a) The Retained Funds with respect to the Leased Property shall, at the election of Landlord, If (i) in the opinion of such special counsel, which opinion shall be deposited rendered not later than 15 days after receipt by the Company of such written notice, the proposed transfer, conversion or disposition of such Restricted Securities may be effected without registration or qualification of such Restricted Securities under the Securities Act or any similar state law then in an escrow account on terms force, and conditions reasonably satisfactory to Tenant; (ii) be treated as prepaid Minimum Rent for the last year of the Term and Landlord and Tenant shall, prior counsel to the Company shall not have rendered an opinion within 15 days after receipt by the Company of such written notice that such registration or qualification is required, the Company, as promptly as practicable (and in any event, immediately upon the expiration of such 15 day period) shall notify such holder that such conditions have been satisfied, whereupon such holder shall be entitled to transfer, enter into an amendment to this Agreement reflecting convert or dispose of such treatment, such amendment to be in form and substance reasonably satisfactory to Landlord and Tenant; (iii) be paid to Tenant at a discounted rate based on the interest rate published in The Wall Street Journal for U.S. Treasury Obligations having a maturity, closest in time to the last day of the then current Term (including, for this purposeRestricted Securities, all exercised Extended Terms); or (iv) be likewise transferred to a successor obligor whose unsecured long term debt is rated investment grade by a nationally recognized rating agency or another successor obligor satisfactory to Tenant in its sole discretion and all Landlord obligations with respect to the same expressly assumed in writing pursuant to an assumption agreement in form and substance reasonably satisfactory to Tenant and pursuant to which, inter alia, such successor obligor expressly recognizes Tenant's right to receive the Retained Funds in accordance with the terms of this Agreement;the notice delivered by such holder to the Company. Unless in the opinion of either of such counsel subsequent disposition by such holder or by others of such Restricted Securities to be so transferred requires such registration or qualification, the Company will promptly upon such conversion or transfer deliver new certificates for such Restricted Securities not bearing a legend of the character set forth in paragraph 12. 1. If in the opinion of either such counsel any subsequent disposition by the transferee or others of such Restricted Securities may require such registration or qualification thereof, the holder thereof shall not transfer the same until such transferee has confirmed to the Company in writing its agreement to be bound by these conditions. (b) The definition If the foregoing conditions entitling the holder to effect a proposed transfer, conversion or disposition of "Other Leases" and "Collective Leased Properties" set forth such Restricted Securities without registration or qualification thereof have not been satisfied, the holder in this Agreement each case shall not transfer the shares proposed to be amended to eliminate any references to any transferred and/or shall not effect the proposed conversion until such registration or qualification of the Other Leases or Collective Leased Properties not simultaneously transferred to the successor to Landlord under this Agreement;Restricted Securities has been effected.

Conditions of Transfer. Any transfer of the Leased Property permitted by Section 15.1 shall be subject to the prior or simultaneous satisfaction of the following conditions: (a) The Retained Funds with respect to the Leased Property shall, at the election of Landlord, (i) be deposited in an escrow account on terms and conditions reasonably satisfactory to Tenant; (ii) be treated as prepaid Minimum Rent for the last year of the Term and Landlord and Tenant shall, prior to the transfer, enter into an amendment to this Agreement reflecting such treatment, such amendment to be in form and substance reasonably satisfactory to Landlord and Tenant; (iii) be paid to Tenant at a discounted rate based on the interest rate published in The Wall Street Journal for U.S. Treasury Obligations having a maturity, closest in time to the last day of the then current Term (including, for this purpose, all exercised Extended Terms); or (iv) be likewise transferred to a successor obligor whose unsecured long term debt is rated investment grade by a nationally recognized rating agency or another successor obligor satisfactory to Tenant in its sole discretion and all Landlord obligations with respect to the same expressly assumed in writing pursuant to an assumption agreement in form and substance reasonably satisfactory to Tenant and pursuant to which, inter alia, such successor obligor expressly recognizes Tenant's right to receive the Retained Funds in accordance with the terms of this Agreement; (b) The definition of "Other Leases" and "Collective Leased Properties" set forth in this Agreement shall be amended to eliminate any references to any of the Other Leases or Collective Leased Properties not simultaneously transferred to the successor to Landlord under this Agreement;, and the reference to "Other Leases" and "Collective Leased Properties" set forth in the Other Leases shall no longer include this Agreement or the Leased Property.

Conditions of Transfer. Any transfer (1) Prior to the written consent of the Leased Property permitted Sublandlord being obtained, no acceptance by Section 15.1 the Sublandlord of any payments by a Transferee shall be deemed a waiver of the Subtenant’s covenants or any acceptance of the Transferee as Subtenant or a release from the Subtenant from the further performance by the Subtenant of its obligations under this Sublease. Any consent by the Sublandlord shall be subject to the prior or simultaneous satisfaction of Subtenant and Transferee executing an agreement with the following conditions: (a) The Retained Funds with respect to the Leased Property shallSublandlord, at the election of Landlord, (i) be deposited in an escrow account on terms and conditions reasonably satisfactory to Tenant; (ii) be treated as prepaid Minimum Rent for the last year of the Term and Landlord and Tenant shall, prior to the transfer, enter into an amendment to this Agreement reflecting such treatment, such amendment to be in form and substance reasonably content satisfactory to Landlord and Tenant; (iii) the Sublandlord’s solicitor, acting reasonably, agreeing that the Transferee will be paid to Tenant at a discounted rate based on the interest rate published in The Wall Street Journal for U.S. Treasury Obligations having a maturity, closest in time to the last day bound by all of the then current Term (including, for this purpose, all exercised Extended Terms); or (iv) be likewise transferred to a successor obligor whose unsecured long term debt is rated investment grade by a nationally recognized rating agency or another successor obligor satisfactory to Tenant in its sole discretion and all Landlord obligations with respect to the same expressly assumed in writing pursuant to an assumption agreement in form and substance reasonably satisfactory to Tenant and pursuant to which, inter alia, such successor obligor expressly recognizes Tenant's right to receive the Retained Funds in accordance with the terms of this Agreement;Sublease and the Contribution Agreement and except in the case of a sublease, that the Transferee will be so bound as if it had originally executed this Sublease as Subtenant. (b2) The definition Notwithstanding the effective date of "Other Leases" any permitted Transfer as between the Subtenant and "Collective Leased Properties" set forth the Transferee, all Rent for the month in this Agreement which such effective date occurs shall be amended paid in advance by the Subtenant so that the Sublandlord will not be required to eliminate accept partial payments of Rent for such month from either the Subtenant or the Transferee. (3) Any document evidencing any references Transfer permitted by the Sublandlord, or setting out any terms applicable to any such Transfer or the rights and obligations of the Other Leases Subtenant or Collective Leased Properties not simultaneously transferred Transferee thereunder, shall be prepared by the Subtenant or it’s solicitors and all associated reasonable legal costs shall be paid by the Subtenant, subject to the successor to Landlord under this Agreement;Sublandlord's approval of the applicable form.