Interest Transfers Sample Clauses
The Interest Transfers clause defines the rules and procedures for transferring rights or interests under a contract from one party to another. Typically, this clause outlines whether such transfers are permitted, if prior written consent is required, or if certain conditions must be met before a transfer can occur. For example, it may restrict a party from assigning their contractual rights to a third party without the other party’s approval. The core function of this clause is to maintain control over who holds contractual rights and obligations, thereby preventing unwanted or unauthorized changes in the parties involved.
Interest Transfers. (A) Seller shall convey the Interests in a Property Owner that Seller or an Affiliate owns instead of transferring the Property directly if such Property is so noted on Exhibit A, and with respect to such Property and Property Owner, the following shall also apply:
(i) Seller represents and covenants that as of the Closing Date:
(a) Seller or an Affiliate owns or will own as of the Closing Date legal and beneficial title in and to the Interests in each Property Owner. As of the Closing Date the Interests will be held free of liens, encumbrances, judgments, adverse interests, pledges or security interests, other than Permitted Exceptions, to the extent applicable, and shall not be subject to any right or option of any person to purchase or otherwise obtain title to or an interest in the Property Owner. Seller or an Affiliate has the full right, power, capacity and authority to validly convey its Interest in the applicable Property Owner;
(b) The outstanding Interests in the Property Owners have been duly authorized and validly issued in accordance with the Property Owner's organizational documents;
(c) Each Property Owner is duly organized and validly existing under the laws of its jurisdiction of organization and has the power and authority to carry on its business as now being conducted;
(d) Each Property Owner is or shall be as of the Closing Date duly qualified to do business and is or shall be as of the Closing Date in good standing in each jurisdiction in which the nature of its business or the ownership and/or leasing of its properties makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on the entity's business or operations as currently conducted;
(e) None of the Property Owners has conducted or currently conducts any business or has owned or owns any assets other than cash and investment securities and direct or indirect interests in a Property and assets relating thereto;
(f) Exhibit O attached hereto identifies for each Property Owner the relevant certificate of limited partnership or certificate of formation or incorporation, as applicable, the relevant partnership or operating agreement or other organizational documents, as applicable, and in each case all amendments thereto through the date of this Agreement, and Seller has delivered to Purchaser complete and correct copies of e...
Interest Transfers. Transfers of (but not a mortgage, pledge, hypothecation, encumbrance or grant of a security interest in) up to seventy five percent (75%) of direct or indirect beneficial interests in Borrower shall be permitted without ▇▇▇▇▇▇’s consent provided: (a) Lender receives not less than thirty (30) days prior written notice thereof, (b) immediately prior to such Transfer or as a result of such Transfer, no Event of Default shall have occurred and be continuing or shall occur, (c) subsequent to such Transfer, Borrower will continue to be a Single Purpose Entity, and its organizational documents and structure insofar as the same relate to its Single Purpose Entity status shall be reasonably acceptable to Lender, (d) after giving 109 effect to any such Transfer, (x) ALX shall directly or indirectly own a minimum of twenty-five percent (25%) of the direct or indirect equity interests in Borrower and shall Control Borrower, (y) Vornado Realty Trust and/or Interstate Properties (or other entity Controlled by ▇▇▇▇▇▇ ▇▇▇▇) shall continue to collectively own not less than twenty-five percent (25%) of the direct or indirect equity interests in ALX, and (z) if any Person (or group of related Persons) shall own a direct or indirect interest in Borrower of ten percent (10%) or greater, Lender shall, to the extent not previously obtained by Lender in respect of such Person, obtain and be satisfied with the results of background and credit searches in respect of such Person (provided, however, in the event the background searches on such Person fail to disclose any prior history of (1) bankruptcies or other insolvencies, (2) felony convictions, or (3) any violations of the rules and regulations of Patriot Act or OFAC, then such searches shall be deemed to be approved by Lender), (e) such Transfer does not result in a violation of any Legal Requirements, including, without limitation, ERISA and Prescribed Laws, and (f) with respect to Transfers (other than a ALX Transfer) of in excess of twenty-five percent (25%) of the direct or indirect interests in Borrower with respect to Borrower, the same shall not cause the proposed transferee to exceed exposure limits of Lender (provided, however, that if Lender shall determine that a Transfer to such proposed transferee would exceed the exposure limits of Lender, then Lender shall so notify Borrower within ten (10) Business Days after the proposed transferee has been identified to Lender with a request for approval set forth in a writte...
Interest Transfers. The Upper Tier SPWR Redemption and the SPWR Tax Equity Transfer shall have occurred or shall occur at the Closing.
Interest Transfers. To the extent that the amount in the Trust Fund exceeds the amount of the Severance Payment, the excess amount will be forfeited and returned to the Employer as soon as administratively feasible after the determination has been made and to the extent allowable by the terms of the underlying investments in the Trust Fund. This determination shall be made by the Employer as soon as possible after the end of each calendar quarter by determining the amount in the Trust Fund on the last day of each calendar year quarter and subtracting from that amount the Severance Payment set forth in Exhibit B.
Interest Transfers. So long as ▇▇▇▇ Corporate Income Operating Partnership II, LP, a Delaware limited partnership, is the Guarantor, Lender’s consent shall not be required for the following “Permitted Transfers”:
(A) (i) the sale, transfer, issuance or pledge of shares or common stock in Sponsor provided that (1) such shares of common stock are listed on the New York Stock Exchange, NASDAQ or another nationally-recognized stock exchange, (2) such shares of common stock are transferred by Sponsor or any Affiliate of Sponsor in the ordinary course of business through licensed U.S. broker-dealers in accordance with all applicable legal requirements to third party retail investors in a manner consistent with previous offerings and sales conducted by Sponsor to date, (3) subject to clause (4) below, such shares of common stock are being transferred by a third party which is not an Affiliate of Sponsor or (4) such shares of common stock are acquired by American Realty Capital Properties, Inc. (NASDAQ: ARCP) (“ARCP”) or an Affiliate of ARCP; (ii) the replacement of ▇▇▇▇ Corporate Income Advisors II, LLC, a Delaware limited liability company (“Advisors”), as the manager of Borrower with an Affiliate of Borrower, Guarantor or Sponsor; (iii) the replacement of Sponsor as the general partner of Guarantor with ARCP or an Affiliate of ARCP; (iv) the issuance or transfer of limited partnership interests in Guarantor so long as Sponsor remains in control and owns, directly or indirectly, at least fifty-one percent (51%) of Guarantor; or (v) Borrower, Guarantor or Sponsor acquires control of Advisors; Provided, however, that as a condition to the Permitted Transfers set forth in clauses (A)(ii)-(v) above, Borrower shall provide Lender with prior written notice of such Transfer, shall satisfy the Lender Transfer Requirements with respect to such Transfer and, if applicable in connection with a ‑72 ‑ Transfer of 49% or more, shall obtain a new Insolvency Opinion; provided, further, that in connection with Permitted Transfers set forth in clauses (A)(ii) and (A)(v) above, notwithstanding anything in the Loan Documents to the contrary, (x) Borrower shall be permitted to amend its operating agreement to reflect the replacement of Advisors as the manager of Borrower, notwithstanding anything in the Loan Documents to the contrary and (y) Borrower shall be entitled to replace Manager as the property manager and terminate the Management Agreement and shall not be obligated to enter into a Replacement...
Interest Transfers. (a) So long as ▇▇▇▇ Operating Partnership V, LP, a Delaware limited partnership, is the Guarantor, Lender’s consent shall not be required for the following “Permitted Transfers”: (i) the sale, transfer, issuance or pledge of shares of common stock in ▇▇▇▇ Credit Property Trust V, Inc., a Maryland corporation (“Sponsor”) provided that (1) such shares of common stock are listed on the New York Stock Exchange, NASDAQ or another nationally-recognized stock exchange, (2) such shares of common stock are transferred by Sponsor or any Affiliate of Sponsor in the ordinary course of business through licensed U.S. broker-dealers in accordance with all applicable legal requirements to third party retail investors in a manner consistent with previous offerings and sales conducted by Sponsor to date, or (3) such shares of common stock are being transferred by a third party which is not an Affiliate of Sponsor; (ii) the replacement of ▇▇▇▇ REIT Advisors V, LLC, a Delaware limited liability company (“Advisors”), as the manager of Borrower (or, if Borrower is a limited partnership, as the manager of Borrower’s general partner) with an entity owned or controlled by Borrower, Sponsor, American Realty Capital Properties, Inc. (NASDAQ: ARCP) (“ARCP”) or RCS Capital Corporation, a Delaware corporation (NYSE: RCAP) (“RCAP”) or Borrower, Sponsor, RCAP acquiring control of Advisors; or (iii) the issuance or transfer of limited partnership interests in Guarantor so long as Sponsor remains in control and owns, directly or indirectly, at least fifty-one percent (51%) of Guarantor. EAST\87098743.3