Conditions to Permitted Transfers. A Transfer shall not be treated as a Permitted Transfer under Section 9.2 hereof unless and until the following conditions are satisfied:
(a) The transferor and transferee shall execute and deliver to the Company such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Company to effect such Transfer. The Company shall be reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such Transfer.
(b) The transferor and transferee shall furnish the Company with the transferee's taxpayer identification number, sufficient information to determine the transferee's initial tax basis in the Interest transferred, and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Interest until it has received such information.
(c) The transferee of Interests (other than, with respect to clauses (i) and (ii) below, a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance reasonably satisfactory to the nontransferring Member (and, in the case of clause (iii) below, the transferor Member), (i) make representations and warranties to the nontransferring Member equivalent to those set forth in Section 6, (ii) accept and adopt the terms and provisions of this Agreement, including, without limitation, this Section 9 and Section 11, and (iii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Interest.
(d) The transferor shall not be relieved of its obligations hereunder.
Conditions to Permitted Transfers. A Transfer shall not be treated as a Permitted Transfer under Section 10.1 unless and until the following conditions are satisfied:
(a) The transferor and transferee shall execute and deliver to the Company such documents and instruments of conveyance as may be necessary or appropriate to effectuate such Transfer and to confirm the agreement of the transferee to be bound by the provisions of this Agreement.
(b) Such Transfer will be exempt from all applicable registration requirements and will not violate any Applicable Laws regulating the Transfer of securities, and the transferor shall provide an Opinion of Counsel to such effect.
(c) Such Transfer will not cause the Company to be deemed to be an “investment company” under the Investment Company Act of 1940, as amended.
(d) With respect to any Transfer, the Board of Directors has received such Opinions of Counsel as the Board of Directors, in its reasonable discretion, may require.
(e) The transferor and its transferee shall pay, or reimburse the Company for, all reasonable costs and expenses incurred by the Company in connection with the Transfer and the admission of the transferee as a Member, including the legal fees, if any, incurred in connection with any legal opinion(s) rendered pursuant to Section 10.2.
Conditions to Permitted Transfers. Except with respect to an Exchange pursuant to Article IX, a Member shall be entitled to make a Transfer of all or any portion of its Interests only upon satisfaction of each of the following conditions:
(a) such Transfer does not require the registration or qualification of such Interests pursuant to any applicable federal or state securities laws;
(b) such Transfer does not result in a violation of applicable laws;
(c) such Transfer would not cause the Company to become, with respect to any employee benefit plan subject to Title I of ERISA, a “party-in-interest” (as defined in ERISA Section 3(14)) or a “disqualified person” (as defined in Code Section 4975(c));
(d) such Transfer would not, in the opinion of legal counsel to the Company, cause any portion of the assets of the Company to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.2-101;
(e) such Transfer is in compliance with, and does not cause a termination of the Company, or the Company to lose its status as a partnership, for federal and state income tax purposes;
(f) such Transfer is not made to any person or entity who lacks the legal right, power or capacity to own Interests;
(g) such Transfer does not cause the Company to become a “publicly traded partnership,” as such term is defined in Code Section 469(k)(2) or Code Section 7704(b);
(h) such Transfer does not cause the Company to become a reporting company under the Exchange Act;
(i) such Transfer does not subject the Company to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or ERISA, each as amended;
(j) such Transfer is not knowingly made to a Person that, in the good faith reasonable judgment of the Managing Member, is an actual competitor of, or is otherwise adverse to the interests of, the Company; provided, however, that this clause (j) shall not prohibit any Transfer to a Permitted Transferee except for Credit Suisse, Transfers to which shall be prohibited at the discretion of the Managing Member;
(k) the Managing Member receives written instruments that are in a form satisfactory to the Managing Member, as determined in its reasonable discretion, including, without limitation, (i) copies of any instruments of Transfer, (ii) such Assignee’s consent to be bound by this Agreement as an Assignee, and (iii) if reasonably requested by the Managing Member (other than in connection with a Transfer to a Permitted Transferee or to another Member),...
Conditions to Permitted Transfers. Unless otherwise waived by the Board in its sole discretion, as a condition to the Company’s obligation to effect a Disposition permitted by this Agreement on the books and records of the Company, any transferee of Common Stock (other than (x) a transferee described in Section 5.1(a), (c), (d) and/or (e) or (y) the Company, TopCo Parent or their respective Affiliates) shall be required to (a) become a party to this Agreement by executing an Adoption Agreement in substantially the form of Exhibit A (or in such other form that is satisfactory to the Board) (an “Adoption Agreement”), (b) if such transferee is a natural person, cause his or her spouse (and any subsequent spouse), to execute and deliver a Spousal Consent or, if unmarried, to personally execute and deliver a Spousal Consent, in each case substantially in the form of Exhibit C attached hereto or in a form otherwise satisfactory to the Board and (c) execute such further documents as may be necessary, in the sole judgement of the Board.
Conditions to Permitted Transfers. As a condition to the Company’s obligation to effect a transfer permitted by this Agreement on the books and records of the Company, any transferee (other than a transferee described in paragraph 5.1(a)) of Common Stock) shall be required to become a party to this Agreement by executing (together with such Person’s spouse, if applicable) an Adoption Agreement in substantially the form of Exhibit A or in such other form that is reasonably satisfactory to the Company and upon execution of such Adoption Agreement such transferee shall have all the rights and obligations of a Holder hereunder.
Conditions to Permitted Transfers. Any Permitted Transfer of all or any portion of a Member's Membership Interest under this Agreement shall be effective only if each of the following conditions is satisfied:
Conditions to Permitted Transfers. At the request of Owner, Xxxxxx Xxx shall, from time to time, consent to Owner's sale and transfer of a Bond Property subject to Xxxxxx Mae credit enhancement (a "PROPOSED TRANSFER") to an independent third-party purchaser if Xxxxxx Xxx determines that each of the following conditions have been satisfied in full:
(i) no Event of Default or Potential Event of Default shall have occurred and be continuing either immediately before or immediately after giving effect to the Proposed Transfer;
(ii) at the time of such Proposed Transfer, Xxxxxx Mae continues to provide credit enhancement with respect to new bond transactions similar to the Related Bonds, pursuant to guaranteed mortgage pass-through certificates similar to the Related Xxxxxx Xxx Pass-Through Certificate and the provision of such credit enhancement continues to be permitted under the Xxxxxx Mae Charter Act;
(iii) Owner shall either redeem or otherwise remove Bonds from the Xxxxxx Xxx Credit Facility and/or post cash collateral in a manner acceptable to Xxxxxx Mae, in either case in an amount equal to the Required Facility Reduction with respect to the Bond Property that is proposed to be transferred; the following shall be credited toward such Required Facility Reduction: (1) the amount of the Related Bonds outstanding immediately prior to the Proposed Transfer, PLUS (2) the amount of any other Bonds redeemed by Owner to obtain approval of the Proposed Transfer, PLUS (3) the amount of any Facility Reduction Cash Collateral posted by Owner to obtain approval for the Proposed Transfer;
(iv) the proposed transferee shall be a Single-Purpose entity, shall not be an Affiliate of Owner, General Partner or any Guarantor and meets the eligibility, credit, management and otherwise satisfies the then applicable underwriting standards customarily applied by Xxxxxx Xxx for approval of new borrowers (the "PROPOSED TRANSFEREE");
(v) Owner causes to be submitted to Xxxxxx Mae all information required by Xxxxxx Xxx to evaluate the Proposed Transferee and the Bond Property proposed to be transferred as if a new loan were being made to the Proposed Transferee and secured by the Bond Property proposed to be transferred;
(vi) at the time of such Proposed Transfer, the Bond Property proposed to be transferred shall be subject to re-underwriting in accordance with Xxxxxx Mae's then applicable standards (including satisfaction of loan to value ratio requirements, debt service coverage ratio requirements, physical mainte...
Conditions to Permitted Transfers. A Transfer shall not be treated as a Permitted Transfer under Section 11.2 hereof unless and until the following conditions are satisfied:
Conditions to Permitted Transfers. A Member shall be --------------------------------- entitled to make a Permitted Transfer of all or any portion of its Units only upon satisfaction of each of the following conditions:
(a) such Transfer does not cause a termination of the Company for federal or state income tax purposes;
(b) such Transfer does not require the registration or qualification of such Units pursuant to any applicable federal or state securities laws;
(c) such Transfer does not result in a violation of applicable laws; and
(d) the Board receives written instruments that are in a form satisfactory to the Board, as determined in its sole and absolute discretion (including, without limitation, (i) copies of any instruments of Transfer, (ii) such Assignee's consent to be bound by this Agreement as an Assignee, and (iii) if requested by the Board, an opinion of counsel to such Assignee, in form and substance reasonably acceptable to the Board, to the effect that the conditions set forth in Subsections (a), (b) and (c) above have been satisfied).
Conditions to Permitted Transfers. A Transfer shall not be treated as a Permitted Transfer under Section 10.2 hereof unless and until the following conditions are satisfied; provided, however, that any such conditions may be waived in writing by the General Partner:
(a) Except in the case of a Transfer of Interests involuntarily by operation of law, the transferor and transferee shall execute and deliver to the Partnership such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Partnership to effect such Transfer and to confirm the agreement of the transferee to be bound by the provisions of this Article X. In the case of a Transfer of Interests involuntarily by operation of law, the Transfer shall be confirmed by presentation to the Partnership of legal evidence of such Transfer, in form and substance satisfactory to counsel to the Partnership.
(b) The transferor and transferee shall furnish the Partnership with the transferee’s taxpayer identification number, sufficient information to determine the transferee’s initial tax basis in the Interests transferred, and any other information reasonably necessary to permit the Partnership to file all required federal, state and local tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Partnership shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Interest until it has received such information.
