General Conditions Applicable to Transfers Sample Clauses

General Conditions Applicable to Transfers. (a) Notwithstanding anything in this Agreement to the contrary (including but not limited to any of the other sections of this Article VIII), in no event shall (i) any Transfer be made, recognized or consented to by the Members or deemed effective unless such Transfer will not constitute or result in a material violation or default under any Key Document or (ii) a Company Interest be Transferred to a Person who is the subject of any pending bankruptcy proceedings, or to a Person who is a minor or who otherwise lacks legal capacity, and any attempt to effect a Transfer to such a Person shall be void and of no effect and shall not bind the Company.
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General Conditions Applicable to Transfers. (i) Notwithstanding anything in this Agreement to the contrary (including but not limited to any of the other sections of this Article VIII), in no event shall (i) any Transfer be made, recognized or consented to by the Partners or deemed effective unless such Transfer will not constitute or result in a material violation or default under any Financing Document or (ii) a Company Interest be Transferred to a Person who is the subject of any pending bankruptcy proceedings, or to an individual Person who is a minor or who otherwise lacks legal capacity, and any attempt to effect a Transfer to such a Person shall be void and of no effect and shall not bind the Company or (iii) a Company Interest be Transferred to a Person (A) named on any list of Persons and governments issued by OFAC pursuant to Executive Order 13224, as in effect on the date hereof, or any similar lists publicly issued by OFAC or any other department or agency of the United States of America (“OFAC Lists”), (B) included in, owned by, controlled by, knowingly acting for or on behalf of, knowingly providing assistance, support, sponsorship, or services of any kind to, or otherwise knowingly associated with any of the Persons referred to or described in the OFAC Lists, or (C) who has knowingly conducted business with or knowingly engaged in any transaction with any Person named on any of the OFAC Lists.
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General Conditions Applicable to Transfers. (a) Notwithstanding anything in this Agreement to the contrary, no Transfer shall be made, recognized or consented to by the Members (except as provided in clause (iv) below) or deemed effective if such Transfer:
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General Conditions Applicable to Transfers. ‌ In connection with any Permitted Transfer, Qualified Transfer or other Transfer consented to by City that includes an Assignment and Assumption Agreement, City and Developer shall reasonably cooperate to specify, in an exhibit to such Assignment and Assumption Agreement, which obligations under this Agreement are applicable to the portion of the Project that is the subject of such Transfer, and the applicable Transferee shall be obligated only with respect to such specified obligations. From and after the date of any Permitted Transfer, Qualified Transfer or other Transfer consented to by City, a Default that does not affect the portion of the Project that was the subject of such Transfer shall not affect any right and/or obligation of the applicable Transferee under this Agreement. Conversely, a Default by the applicable Transferee shall not affect Developer’s, or any other Person’s, obligations with respect to the portion of the Project that was not the subject of such Transfer. Notwithstanding anything herein to the contrary, in no event shall any Mortgagee have any obligation under this Agreement unless and until such Mortgagee purchases at a foreclosure sale, or accepts a deed in lieu of foreclosure, the portion of the Project that was subject to a Mortgage.
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General Conditions Applicable to Transfers. (a) Neither the Principal Shareholder nor Terna shall Transfer or Encumber all or any portion of its Shares until after the New Interconnection System shall have commenced full commercial operation, other than pursuant to (i) a Transfer by Terna to a Permitted Transferee in accordance with Section 4.3 (provided, however that any such Permitted Transferee would be subject to the same restrictions on Transfer), (ii) a Transfer pursuant to the exercise of the Terna Put Option in accordance with Section 5.1, (iii) a Transfer pursuant to the exercise of the Principal Shareholder Call Option in accordance with Section 5.2, or (iv) any Transfer that has been agreed to in writing by the Shareholders. After the New Interconnection System shall have commenced full commercial operation, or upon termination of the Project Coordination Agreement, either Shareholder may Transfer or Encumber all or any portion of its Shares free from any restriction or limitation, provided that until the fifth anniversary of the New Interconnection System having commenced full commercial operation (unless the Project Coordination Agreement is terminated sooner) in the event of Transfer it grants the non-selling Shareholder the right of first offer pursuant to Section 4.4 or 4.5 hereof, as the case may be. For the avoidance of doubt, the Parties agree that upon termination of the Project Coordination Agreement or after the fifth anniversary of the New Interconnection System having commenced full commercial operation, whichever is earlier, the Shareholders shall be entitled to Transfer or Encumber all or any portion of their Shares free from any restriction or limitation.
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Related to General Conditions Applicable to Transfers

  • General Provisions Applicable to Loans 30 5.1 Interest Rates and Payment Dates...............................................................30 5.2 Conversion and Continuation Options............................................................31 5.3 Minimum Amounts and Maximum Number of Tranches.................................................32 5.4

  • Conditions Applicable to All Sale and Purchase Transactions (a) Any transaction effected under this Article XII or in connection with the acquisition, disposition or substitution of any Asset shall be conducted on an arm’s length basis and, if effected with an Affiliate of the Collateral Manager (or with an account or portfolio for which the Collateral Manager or any of its Affiliates serves as investment adviser), shall be effected in accordance with the requirements of Section 5 of the Collateral Management Agreement on terms no less favorable to the Issuer than would be the case if such Person were not an Affiliate of the Collateral Manager; provided that the Trustee shall have no responsibility to oversee compliance with this clause (a) by the other parties. Any sale of a Collateral Obligation or an Equity Security (other than a Substitute Collateral Obligation) to the Collateral Manager, an Affiliate of the Collateral Manager or an Affiliate of the Issuer shall be at a purchase price at least equal to the current Fair Market Value of such Collateral Obligation or Equity Security and certified by the Collateral Manager to the Trustee.

  • Terms and Conditions Applicable to Assignment and Subletting (a) Regardless of Lessor's consent, any assignment or subletting shall not (i) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease, (ii) release Lessee of any obligations hereunder, nor (iii) alter the primary liability of Lessee for the payment of Base Rent and other sums due Lessor hereunder or for the performance of any other obligations to be performed by Lessee under this Lease.

  • Limitations Applicable to Section 16 Persons Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Option and this Agreement shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by applicable law, this Agreement shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.

  • Additional Terms and Conditions Applicable to Subletting The following terms and conditions shall apply to any subletting by Lessee of all or any part of the Premises and shall be deemed included in all subleases under this Lease whether or not expressly incorporated therein:

  • Requirements Applicable to All Dispositions and Admissions Any Disposition of Membership Interests and any admission of an Assignee as a Member shall also be subject to the following requirements, and such Disposition (and admission, if applicable) shall not be effective unless such requirements are complied with:

  • Provisions Applicable to All Transfers and Exchanges (i) Subject to this Section 2.10, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time and the Registrar will record each such transfer or exchange in the Register.

  • General Provisions Relating to Transfers and Exchanges (1) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.

  • Laws Applicable to Construction The interpretation, performance and enforcement of this Agreement shall be governed by the laws of the State of Delaware as applied to contracts executed in and performed wholly within the State of Delaware, without reference to principles of conflict of laws.

  • Certain Agreements Related to Deposits Subject to Section 2.2, the Assuming Institution agrees to honor the terms and conditions of any written escrow or mortgage servicing agreement or other similar agreement relating to a Deposit liability assumed by the Assuming Institution pursuant to this Agreement.

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