Continuous Ownership. Grantor acknowledges that the continuous ownership of the Mortgaged Properly by Grantor, except as otherwise permitted in the other Loan Documents, is of a material nature to the transaction hereinabove described and Beneficiary's agreement to create the Obligations. Without Beneficiary's prior written consent, Grantor will not, whether voluntarily or involuntarily, (a) sell, grant, convey, assign or otherwise transfer, by operation of law or otherwise, (b) permit to be the subject of any transaction described in clause (a) above, (c) enter into an agreement for any transaction described in clause (a) above, or (d) grant an option which or take any action which pursuant to the terms of any agreement to which Grantor is a party may result in any transaction described in clause (a) above of, the Mortgaged Property, or any legal, beneficial or equitable interest therein, other than any specific transfers permitted by the Credit Agreement (the foregoing, collectively or severally, "Transfer"). For purposes of this Deed of Trust, but without limiting the foregoing, (i) the issuance of any equity interest in Grantor (whether stock, partnership interest or otherwise) not in accordance with and pursuant to the Credit Agreement, shall be deemed a Transfer of the Mortgaged Property, (ii) a Transfer of all or substantially all of the assets of Grantor shall be deemed a Transfer of the Mortgaged Property, (iii) the execution and delivery of any documentation relating to a proposed zoning lot merger or the execution and delivery of any other documentation effecting or purporting to effect, or the taking or suffering of any other action effecting or purporting to effect, a transfer of, or the granting of a right to utilize, any development rights appurtenant to the Mortgaged Property shall be deemed a Transfer of the Mortgaged Property, and (iv) any person or legal representative of Grantor to whom Grantor's interest in the Mortgaged Property passes by operation of law, or otherwise, shall be bound by the provisions of this Deed of Trust. The provisions of this Section shall apply to each and every such Transfer of all or any portion of the Mortgaged Property or any legal or equitable interest therein, regardless whether or not Beneficiary has consented to, or waived by its action or inaction its rights hereunder with respect to any previous Transfer of all or any portion of the Mortgaged Property or any legal or equitable interest therein. SECTION 4.02.
Continuous Ownership. During the term of this Agreement following the Commencement Date and continuing thereafter until the Expiration Date, Home Depot or an affiliate of Home Depot shall continuously own the Property.
Continuous Ownership. Mortgagor acknowledges that the continuous ownership of the Premises by Mortgagor is of a material nature to the transaction and Mortgagee's agreement to create the Obligations. Mortgagor hereby remakes and reaffirms its covenant and agreement set forth in Section 4.2 of the Loan Agreement not to make, or suffer or permit to occur, any Transfer except a Permitted Transfer, except upon Mortgagee's prior written consent, in each instance, as expressly provided in the Loan Agreement.
Continuous Ownership. Mortgagor acknowledges that the continuous ownership of the Mortgaged Property by Mortgagor, except as otherwise expressly permitted in Section 5.02(d) of the Credit Agreement, is of a material nature to the transaction hereinabove described and Mortgagee's agreement to create the Secured Obligations. Without Mortgagee's prior written consent, Mortgagor will not, whether voluntarily or involuntarily (other than as result of transfer described in Section 3.09 herein), (a) sell, grant, convey, assign or otherwise transfer, by operation of law or otherwise, (b) permit to be the subject of any transaction described in clause (a) above, (c) enter into an agreement for any transaction described in clause (a) above, or (d) grant an option which or take any action which pursuant to the terms of any agreement to which Mortgagor is a party may result in any transaction described in clause (a) above of, the Mortgaged Property, or any legal, beneficial or equitable interest therein (the foregoing, collectively or severally, "TRANSFER"), other than any specific Transfers expressly permitted by Section 5.02(d) of the Credit Agreement. The provisions of this Section shall apply to each and every such Transfer of all or any portion of the Mortgaged Property or any legal or equitable interest therein, regardless whether or not Mortgagee has consented to, or waived by its action or inaction is rights hereunder with respect to any previous Transfer of all or any portion of the Mortgaged Property or any legal or equitable interest therein.
Continuous Ownership. Grantor acknowledges that the continuous ownership of the Mortgaged Property by Grantor, except as otherwise permitted in the other Loan Documents, is of a material nature to the transaction hereinabove described and Beneficiary's agreement to create the Obligations. Without Beneficiary's prior written consent, Grantor will not, whether voluntarily or involuntarily, (a) sell, grant, convey, assign or otherwise transfer, by operation of law or otherwise, (b) permit to be the subject of any transaction 22
Continuous Ownership. Schedule 2 sets forth the respective dates of acquisition of the Owned Shares by the Principal Stockholder. The Principal Stockholder has Beneficially Owned the Owned Shares since the respective dates of acquisition of such Owned Shares as set forth on Schedule 2 and has not disposed of any Owned Shares since such respective acquisition dates.
Continuous Ownership. Schedule 2 sets forth the respective dates of acquisition of the Owned Shares and Preferred Stock by the Principal Stockholder. The Principal Stockholder has Beneficially Owned the Owned Shares and Preferred Stock since the respective dates of acquisition of such Owned Shares and Preferred Stock as set forth on Schedule 2 and has not disposed of any Owned Shares and Preferred Stock since such respective acquisition dates (other than conversion into other Owned Shares), and, assuming the accuracy of publicly available information regarding the Company's outstanding stock, the percentage of the stock of the Company owned by the Principal Stockholder (for purposes of section 382 of the Internal Revenue Code of 1986) has never been less than 50% since it first acquired Owned Shares or Preferred Shares. The Principal Stockholder agrees to indemnify and hold harmless Parent and Purchaser for any additional tax liabilities that arise out of or relate to any breach by the Principal Stockholder of the representations and warranties set forth in this Section 7(g) that causes the amount of net operating losses that are available to the Parent in any taxable period after the Merger to be less than the amount of net operating losses that would have been available if there were no such breach; provided, however, that in no event shall the liability of the Principal Stockholder under this Section 7(g) exceed the greater of (x) Four Million United States Dollars ($4,000,000) or (y) twenty-eight percent (28%) of the net proceeds received by the Principal Stockholder in the transaction contemplated by the Merger Agreement. Notwithstanding anything to the contrary in this Section 7(g), Parent shall engage Ernst & Young LLP ("ERNST & YOUNG") to perform a "Section 382 Analysis," to be completed within ninety (90) days after the closing of the Merger, and which shall, among other things, express the accounting firm's view as to whether an Ownership Change has occurred at any time prior to the Merger, and, if such analysis confirms that such an Ownership Change has not occurred, then the indemnification of Parent and Purchaser by the Principal Stockholder pursuant to this Section 7(g) shall terminate and the Principal Stockholder shall have no further liability under this Section 7(g). The Parent and the Principal Stockholder shall mutually cooperate fully and shall provide all information requested by Ernst & Young during the conduct of the Section 382 study. Such cooperation s...
Continuous Ownership. 15 ARTICLE V Defaults and Remedies
