Consent to Permitted Transfers Clause Samples

The 'Consent to Permitted Transfers' clause defines the circumstances under which a party may transfer its rights or interests under an agreement without needing prior approval from the other party. Typically, this clause outlines specific types of transfers—such as assignments to affiliates, successors, or in connection with a merger—that are automatically allowed, provided certain conditions are met. Its core function is to streamline business operations by allowing routine or low-risk transfers without unnecessary delays, while still protecting the interests of the non-transferring party by restricting transfers that fall outside the permitted categories.
Consent to Permitted Transfers. The Township hereby consents, without the necessity of further approvals from any entity, to the following Transfers (each, a “Permitted Transfer”): (i) A Mortgage or related security granted by Redeveloper to a Mortgagee for the purpose of obtaining the financing necessary to enable Redeveloper to perform its obligations under this Redevelopment Agreement, including any Mortgage or Mortgages and other liens and encumbrances granted by Redeveloper to a Mortgagee for the purpose of financing costs associated with the acquisition, development, construction, or marketing of the Project and not any transaction or project unrelated to the Project; provided, however, that Redeveloper shall give the Township at least ten (10) days prior written notice of such Permitted Transfer, including a description of the nature of such Transfer, and the name(s) and address(es) of the Mortgagee; or (ii) Transfers of easements or dedications of portions or interests in the Property as may be required for utilities for the Project or otherwise as conditions of Governmental Approvals; (iii) Environmental covenants and restrictions imposed by a regulatory agency as a condition of any permit or approval; (iv) A lease or option agreement to a tenant; (v) Upon completion of the Project and the recording of a Certificate of Completion in substantially the form provided in Exhibit D hereto, a Transfer to an Affiliate of the Redeveloper, to one of the Existing Members, to an entity Controlled by one of the Existing Members or transfers to any successor entity which purchases all of the assets, stock or membership interest of Redeveloper (and/or Redeveloper’s parent corporation and/or Affiliates); and (vi) A Transfer by means of inheritance, devise or bequest or by operation of law upon an Immediate Family Member, or a trust established for the benefit of such Immediate Family Member; and
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Consent to Permitted Transfers. The Township hereby consents, without the necessity of further approvals from any entity, to the following Transfers: (i) a Mortgage or related security granted by Redeveloper to a Mortgagee for the purpose of obtaining the financing necessary to enable Redeveloper to perform its obligations under this Redevelopment Agreement, including any Mortgage or Mortgages and other liens and encumbrances granted by Redeveloper to a Mortgagee for the purpose of financing costs associated with the acquisition, development, construction, or marketing of the Project; provided, however, that Redeveloper shall give the Township at least fifteen (15) days prior written notice of such Permitted Transfer, including a description of the nature of such Transfer, and the name(s) and address(es) of the transferee and any parties, individuals or entities involved in such Permitted Transfer; and provided further, that Redeveloper shall simultaneously provide to the Township true and complete copies of all construction schedules and project budgets submitted to such Mortgagee; or (ii) Transfers of easements or dedications of property as may be required as conditions of Governmental Approvals; or (iii) Sales of individual condominium units to the end users thereof. The Township recognizes and acknowledges that financing of the Project is likely to include one or more of equity participations, “mezzanine” debt, and other financing arrangements in addition to a Mortgage. The Township agrees to consider such financing arrangements in good faith and will not unreasonably withhold or delay its consent to such arrangements if they do not result in a change in control of Redeveloper or materially and negatively affect the Township’s ability to enforce its rights under this Agreement.
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Consent to Permitted Transfers. The Redevelopment Entity hereby consents, without the necessity of further approvals, to the following Transfers: (1) urban renewal corporations duly formed in accordance with the Tax Exemption Law and controlled by Redeveloper, (2) the giving of a mortgage and related pledges and assignments by Redeveloper and/or in Redeveloper for the purpose of obtaining the financing necessary to enable Redeveloper to perform its obligations under this Agreement, construction of the Project, Completion of the Project, and/or any refinancing thereof or loan structuring or conversion from construction to permanent financing, and any other purpose authorized by this Agreement, (3) any other liens and encumbrances granted by Redeveloper for the purpose of financing costs associated with the development, construction, and marketing of the Project, and (4) any assignment of all or any portion of the Property, the Project, and this Agreement and Redeveloper’s rights and obligations hereunder, to an entity affiliated with and under common control with Redeveloper, provided such assignee expressly assumes in writing all of Redeveloper’s obligations hereunder with respect to the portion of the Project assigned. With respect to any of the Transfers listed in this Section 12.4, Redeveloper shall provide to the Redevelopment Entity written notice of at least fifteen (15) days prior to such Transfer, including a description of the nature of such Transfer, and the name(s) and address(es) of the transferee and any parties, individuals and/or entities comprising such Transfers.
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Consent to Permitted Transfers. The Township hereby consents, upon advance notice and without the necessity of further approvals from any entity, to the following Transfers (the “Permitted Transfers”): (a) a mortgage, leasehold mortgage or related security (including conditional assignments to mortgagees required as a condition to the closing of the financing so secured) granted by Redeveloper to a mortgagee or to a leasehold mortgagee and any transfer pursuant to or in enforcement thereof; (b) mortgages, leases, and other liens and encumbrances for the purpose of financing the costs associated with, or incurred in connection with the acquisition, development and construction of the Project; (c) the Declaration of Covenants and Restrictions; (d) utility and other development easements, leases, and licenses; (e) a lease, sublease, license, or franchise agreement to a tenant, sublessee, licensee, or franchisee occupying premises in the Project for the purpose of operating a permitted business of that tenant as a part of the intended use of the Project; (f) transfer to an Affiliate of Redeveloper; (g) transfers of the direct or indirect ownership or control of Redeveloper among the existing owners, family members of the owners, and/or trusts established for estate planning purposes; (h) environmental covenants and restrictions imposed by a regulatory agency; (i) any contract or agreement with respect to any of the foregoing exceptions, or (j) any transfer to effectuate a Long Term Tax Exemption, or other tax abatement program (including, without limitation, transfers to an urban renewal entity controlling or controlled by Redeveloper or any of its r respective Affiliates).
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Consent to Permitted Transfers. The Borough hereby consents, without the necessity of further approvals from the Borough, to the following transfers: (a) a mortgage or related security granted by the Redeveloper to a mortgagee for the purpose of obtaining the financing necessary to enable the Redeveloper to perform its obligations under this Agreement; (b) a merger or consolidation of Redeveloper with another financially responsible Person; (c) the sale and/or lease of the residential units and/or the commercial/industrial space built as part of the Project; (d) the conveyance of driveways, roads, infrastructure, or open space; (e) utility and other necessary easements; (f) a conveyance of the Project Area or any portion thereof to the Holder of any mortgage authorized under this Agreement, whether through Foreclosure, deed-in- lieu of Foreclosure, or otherwise; (g) a conveyance of any properties in the Project Area or an interest therein and/or assignment by the Redeveloper of its rights under this Agreement, but only upon the following conditions: (i) such conveyance or assignment must be to an Affiliate or a Person Controlling, Controlled by, or under common Control of the ▇▇▇▇ ▇. Cust, Jr., including but not limited to an urban renewal entity formed by the Redeveloper pursuant to N.J.
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Consent to Permitted Transfers. Notwithstanding anything herein to the contrary, the City hereby consents, without the necessity of further approvals from any entity, to the following Transfers each hereinafter a "Permitted Transfer": A. A mortgage or related security interest granted by the Developer to a mortgagee; B. Transfer of easements or dedications of property as may be required by the City or for other governmental approvals, or as permitted in Section 7.02, supra; C. Transfer of residential condominium units within the Oread Inn; D. Transfer to additional development or ownership entities to replace or to be a joint venture with Developer for the purpose of estate planning; provided that the current principals of the Developer (▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and their lineal descendants) own not less than 51% of any new or restructured company (a “Related Entity”). Any assignment or transfer to a Related Entity shall be automatically permitted by the City upon receipt by the City of the documentation described in Section 7.01(A) of the Agreement, as amended; or E. Transfers of membership interest in Developer among existing members, immediate family members of such members, or trusts created for the sole benefit of such member or family members, if such transfers are made for estate planning purposes or occur as the result of the death of a member (e.g., as part of probate proceeding or intestate succession) and do not result in a change in the controlling interest in Developer; and substitution or replacement of the trustee of any such trust with a trustee who is an immediate family member of the member, if such substitution or replacement is made for estate planning purposes (or the implementation thereof).
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Consent to Permitted Transfers. The Township hereby consents, without the necessity of further approvals from any entity, to the following Transfers: (a) a Mortgage or related security granted by Redeveloper to a Mortgagee for the purpose of obtaining the financing necessary to enable Redeveloper to perform its obligations under this Redevelopment Agreement, including any Mortgage or Mortgages and other liens and encumbrances granted by Redeveloper to a Mortgagee for the purpose of financing costs associated with the acquisition, development, construction, or marketing of the Project; provided, however, that Redeveloper shall give the Township at least fifteen (15) days prior written notice of such Permitted Transfer, including a description of the nature of such Transfer, and the name(s) and address(es) of the transferee and any parties, individuals or entities involved in such Permitted Transfer; and provided further, that Redeveloper shall simultaneously provide to the Township true and complete copies of all Project Schedules and project budgets submitted to such Mortgagee; or (b) Transfers of easements or dedications of property as may be required as conditions of Governmental Approvals. (c) Inter-family transfers of interests in the Redeveloper for estate planning
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Consent to Permitted Transfers. (a) The City and Master Developer hereby consent, without the necessity of further approvals from any entity, to the following Transfers: (i) any Mortgage or related security granted by the Entity to a Permitted Mortgagee for the purpose of obtaining the financing necessary to enable the Entity or any successor in interest to the Project Site or any part thereof, to perform its obligations under this Subsequent Developer Agreement with respect to Completion of the Project and any other purpose authorized by this Subsequent Developer Agreement, (ii) any Mortgage or Mortgages and other liens and encumbrances granted by the Entity to a Permitted Mortgagee for the purpose of financing costs associated with the acquisition, development, construction, and marketing of the Project; (iii) any transfer of all or portions of the real property comprising the Project Site from its current owner to the Entity; (iv) any contract to sell a unit in the Project to a purchaser and/or the sale of such unit upon its completion and the issuance of a Certificate of Occupancy; and (v) any lease or occupancy agreement(s) for all portions of the Project or the Project Site, provided that the same are in compliance with the Financial Agreement. (b) With respect to any of the Transfers listed in Section 5.04(a), (i)-(ii) the Entity shall provide to the City and to the Master Developer written notice of at least fifteen (15) days prior to such Transfer, including a description of the nature of such Transfer, and the name(s) and address(es) of the transferee and any parties, individuals and/or entities comprising such Transfers.
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Related to Consent to Permitted Transfers

  • Permitted Transfers The provisions of Section 8.1 shall not apply to (a) a transfer or an assignment of this Lease in connection with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this Lease.

  • Permitted Transfer Notwithstanding anything in this Article 5 to the contrary, Tenant may assign its interest in this Lease or sublease all or any part of the Premises (each a “Permitted Transfer”) to a Permitted Transferee (defined below) with notice to Landlord (delivered prior to the Transfer, or in the event Tenant is prohibited from doing so by Applicable Laws or contractual obligations, then as soon as reasonably practical) but without Landlord’s prior written consent; provided, that (i) with respect to a Permitted Transfer involving an assignment of this Lease, the Permitted Transferee assumes this Lease by a written assumption agreement delivered to Landlord prior to the effective date of such Permitted Transfer (unless such prior delivery is prohibited by Applicable Laws, in which event Tenant shall deliver such assumption agreement as soon as allowed), (ii) the Permitted Transferee shall use the Premises only for the Permitted Use, (iii) the use of the Premises by the Permitted Transferee shall not violate any other agreements or leases affecting the Property, (iv) the occurrence of a Permitted Transfer shall not waive Landlord’s rights as to any subsequent Transfer, (v) the Permitted Transferee shall satisfy the Credit Requirement (defined below), and (vi) Tenant shall have given Landlord written notice at least thirty (30) day before such Transfer (unless such notice is prohibited by applicable Law, in which event Tenant shall give such notice within ten days following such Transfer). As used herein, (A) “Affiliate” means any person or entity who or which controls, is controlled by, or is under common control with Tenant, (ii) a corporation or other entity which shall be a wholly owned subsidiary of the Tenant, (iii) the parent corporation or other entity that wholly owns Tenant, or (iv) a subsidiary of such parent corporation or other entity that wholly owns Tenant, or a corporation or other entity having a majority of its ownership in common with the ownership of Tenant, or (v) a Successor corporation, limited liability company or other entity; (B) “Successor” means any (i) business entity in which or with which Tenant is merged or consolidated in accordance with applicable statutory provisions governing merger and consolidation of business entities, so long as Tenant’s obligations under this Lease are assumed by the Successor, or (ii) the successor or surviving corporation or other entity in the event of a merger or consolidation of the Tenant with another corporation, so long as Tenant’s obligations under this Lease are assumed by the Successor; (C) “Purchaser” means any person or entity who or which acquires all or substantially all of the assets or equity interests of Tenant; (D) “Permitted Transferee” means an Affiliate, Successor or Purchaser. The “Credit Requirement” shall be deemed satisfied if, as of the effective date of the Permitted Transfer, the resulting tenant under this Lease meets or exceeds all of following minimum criteria immediately following the Transfer: (i) cash on hand equal to at least Two Billion Dollars ($2,000,000,000) according to the Permitted Transferee’s most recent financial statement, determined in accordance with generally accepted accounting principles (“GAAP”), (ii) outstanding debt of not more than sixty (60%) of the Permitted Transferee’s available cash on hand (as determined pursuant to the foregoing subsection (i) according to the Permitted Transferee’s most recent financial statement, determined in accordance with GAAP, and (iii) a market capitalization equal to at least Five Billion Three Hundred Million Dollars ($5,300,000,000).