One-Time Transfer Clause Samples
One-Time Transfer. Notwithstanding anything to the contrary contained in this Instrument or the Documents, at any time after one (1) year from the date hereof, so long as there is no Event of Default under the Documents (or event which with the passage of time or the giving of notice or both would be an Event of Default), ▇▇▇▇▇▇ agrees, upon thirty (30) days’ prior written request, to consent to one (1) transfer of the Property by the original Borrower only to a single entity (the “Third Party Single Entity”) that will own the Property following such transfer, if:
(a) The Third Party Single Entity (such entity shall sometimes be referred to herein as the “Proposed Transferee”) is a Person which, in the judgment of Lender, (1) has a net worth of at least $200,000,000, (2) has specific related commercial real estate experience and owns a minimum of two million (2,000,000) square feet of office space in the United States (which may include the Property), and (3) is a Person that would be (and the principals of such entity would be), in the experience and judgment of Lender, an acceptable borrower under the Loan; provided that it is expressly understood, without limiting the foregoing, that the Proposed Transferee shall not be acceptable if (A) upon assumption of the Loan, such transferee’s, its affiliates’, or related entities’ credit obligations shall exceed Lender’s individual or related borrower limits as established by Lender from time to time in its sole discretion, or (B) the Proposed Transferee is related to Lender or advised by Lender or any affiliate of Lender; provided, however, at any time with respect to a specific proposed sale by Borrower of the Property, upon a written request from Borrower to Lender providing the necessary information regarding the proposed Third Party Single Entity and its affiliates and related entities, Lender shall notify Borrower if upon assumption of the Loan, such proposed Third Party Single Entity’s, its affiliates’ or related entities’ credit obligations will exceed ▇▇▇▇▇▇’s then-current individual or related borrower limits;
(b) At the time of transfer, the Loan to Value Ratio does not exceed fifty-five percent (55%);
(c) Borrower pays Lender a non-refundable servicing fee in the amount of $25,000 at the time of the request, together with an additional fee equal to one-half percent (0.50%) of the outstanding principal balance of the Loan at the time of the transfer, less the amount of the non-refundable servicing fee paid to Lender;
(d...
One-Time Transfer. You may use the App to authorize us to make a one-time transfer to us via ACH transfers from their Linked External Account on or before each Due Date. You authorize us to debit or credit your selected payment method to correct any errors, process returned and reversed payments, and similar issues, to the extent permitted by law. ● We may permit additional payment methods from time to time. We may reject any payment not made in accordance with this section.
One-Time Transfer. Lender may consent to a one-time transfer of Borrowers’ interest in the Projects to a purchaser, if the Loan is not then in Default and if the Lender approves of the proposed buyer’s ownership structure, financial strength, creditworthiness and management capabilities. The transferee and its principals must assume all of Borrowers’ and Indemnitor’s liabilities and obligations under the terms of the Loan Documents including those liabilities and obligations listed in Section 9.18 hereof. The Borrowers and Indemnitor shall not remain liable for any liabilities and obligations described in the Loan Documents and Recourse Events described in Section 9.18 first occurring after such transfer; however, Borrowers and Indemnitor shall remain liable for any liabilities and obligations in the Loan Documents including the Recourse Events first occurring prior to such transfer. Such a transfer will be conditioned on the execution and delivery of all required documents, and compliance with all of Lender’s standard requirements for similar assumption transfers, together with the payment of an assumption fee of one percent (1%) of the then outstanding principal balance of the Loan and payment of any costs and expenses (including reasonable attorneys fees) of Lender in connection therewith. Lender shall not be obligated to entertain any request from a proposed buyer for the modification of any substantive provision of the Loan Documents. Borrowers, Indemnitor and buyer shall execute all documents and comply with all other standard requirements of Lender in connection therewith.
One-Time Transfer. If an employee affected by a conversion to a YRE calendar elects not to remain at the converting site, by May 1 of the year preceding implementation, the employee may submit a written request for transfer. The employee will have a “one- time” opportunity, based upon classification, to transfer to an open position at another site that is on either a traditional calendar or single‐track YRE calendar. The open position must be the same number of hours per week. If more than one employee of the same classification requests a transfer, the employees will interview for the open position. If no position in that classification is currently open, the district shall post the position at the converting site as a “position open for exchange”. Employees of the same classification at other sites may apply for the exchange. The two site administrators shall interview all applicants. Selection shall be a qualifications and seniority based system to include evaluations, performance, attendance, and interview. If two or more candidates are equal regarding criteria, the applicant with the greatest seniority shall be offered the position. Any employee who has been rejected for such a position, shall be given the reasons for such rejection in writing, if the employee so requests, within five (5) working days. If no one applies for the exchange position, the employee shall remain in place until an equivalent position becomes available. If a vacancy is believed to be improperly filled or if the District has acted arbitrarily, unreasonably or capriciously, the informal discussion of the grievance procedure shall be with the District’s chief personnel officer and any formal grievance shall be initiated at Level 2. The vacancy shall be considered not permanently filled until resolution of the grievance.
One-Time Transfer. Notwithstanding anything to the contrary contained in this Article 8, Lender shall not unreasonably withhold its consent to a one-time sale, assignment, or other transfer of the Property or a one-time sale or transfer of Borrower or Principal provided that (a) Lender receives thirty (30) days prior written notice of such transfer, (b) no default has occurred and is continuing under this Security Instrument, the Note or the [NY01:247789.4] 86000-00376 12/23/96 4:57pm - 33 - Other Security Documents and (c) upon the satisfaction (in the sole determination of Lender) of such conditions as may be reasonably imposed by Lender, which may include, but shall not be limited to, the following matters:
A. Borrower shall pay to Lender a processing fee of $4,000 upon request for loan assumption and a transfer fee equal to 1% of the outstanding principal balance of the Loan upon transfer approval;
B. Borrower shall pay any and all out-of-pocket costs incurred in connection with the transfer (including, without limitation, Lender's counsel fees and disbursements and all recording fees, title insurance premiums and mortgage and intangible taxes);
C. The proposed transferee (the "Transferee") and Transferee's Principals, as hereinafter defined, must have demonstrated expertise as determined by Lender in owning and operating properties similar in location, size and operation to the Property. The term "Transferee's Principals" shall include Transferee's (I) managing members, general partners or principal shareholders and (II) such other members, partners or shareholders which shall own a 5% or greater interest in Transferee;
One-Time Transfer. (a) Notwithstanding anything to the contrary contained herein, Borrowers shall have the one-time right to transfer all Properties as a group, if the Loan is not in default, if Lender approves the proposed transferee’s ownership structure, financial strength, creditworthiness and management capabilities (which approval shall not be unreasonably withheld) and if Borrowers comply with the following requirements.
(b) The transferee must assume all of Borrowers’ liabilities and obligations under the terms of the Loan Documents, and the transferee (or other indemnitor reasonably approved by Lender) must assume Indemnitor’s liabilities and obligations under the Indemnification Agreement and under the Environmental Indemnity Agreement.
(c) The Borrowers and Indemnitor shall not remain liable for any liabilities and obligations described in the Loan Documents first occurring after such transfer, however, Borrowers and Indemnitor shall remain liable for any liabilities and obligations in the Loan Documents first occurring prior to such transfer.
(d) Such a transfer will be conditioned on the payment of an assumption fee of one percent (1%) of the then outstanding principal balance.
(e) Lender shall not be obligated to entertain any request from a proposed buyer for the modification of the Loan Documents.
(f) Any such transfer under this Section 6.6 shall only be effective if the Borrowers deliver (i) notice of the proposed transfer and all information related thereto at least thirty (30) days prior to the proposed transfer date, including evidence reasonably satisfactory to Lender that the conditions to the applicable sale, conveyance, transfer or other vesting set forth in this Section 6.6 will be satisfied.
(g) Borrowers will be responsible to reimburse Lender for all reasonable expenses incurred in the Assignment, including legal fees and expenses.
One-Time Transfer. Notwithstanding Section 5.01, commencing six (6) months subsequent to the date of this Agreement and so long as there is no default under the Documents (or event which with the passage of time or the giving of notice or both would be a default), Lender agrees, upon thirty (30) days’ prior written request, to consent to one transfer of the entire Property by the original Borrower (i.e., Piedmont 1901 Market LLC) if:
One-Time Transfer. In the event of a One-Time Transfer (as defined in the Deed of Trust), Guarantor will not be relieved of its obligations under this Guaranty with respect to events arising or occurring prior to the date of such transfer. Notwithstanding the foregoing, and subject to Borrower and Guarantor’s full compliance with Section 10.2 of the Deed of Trust, Guarantor shall be released from its obligations under this Guaranty with respect to events arising or occurring after the date of a One-Time Transfer.
One-Time Transfer. Right Notwithstanding the foregoing, Lender shall consent to a one-time transfer of the Project to a purchaser, if the Loan is not in default and if Lender approves of the proposed buyer's ownership structure, financial strength, creditworthiness and management capabilities. The transferee and its principals must assume all of Borrower's liabilities and obligations under the terms of the Loan Documents including those liabilities and obligations listed in Section 9.18, clauses (i) through (xii). Borrower and Indemnitor shall not remain liable for any liabilities and obligations described in the Loan Documents and at Section 9.18, clauses (i) through (xii) of the Loan first occurring after such transfer; however, Borrower and Indemnitor shall remain liable for any liabilities and obligations in the Loan Documents and at Section 9.18 clauses (i) through (xii) first occurring prior to such transfer. Such a transfer will be conditioned on the payment of an assumption fee of one percent (1%) of the then outstanding principal balance. Lender shall not be obligated to entertain any request from a proposed buyer for the modification of the Loan Documents.
One-Time Transfer. Borrower shall have a one-time right to Transfer the Property, subject to the following conditions:
(a) there being no event of default under the Loan Documents, the Environmental Indemnity or the Guaranty at the time of the Transfer;
(b) Lender’s approval of the transferee, which approval shall not be unreasonably withheld;
(c) the transferee shall be able to make the ERISA representations set forth in Section 4.1.8 hereof and the USA Patriot Act representations set forth in Section 4.1.31 hereof;
(d) the Debt Yield must be not less than twelve (12%) percent;
(e) the Loan to Value Ratio of the Property at the time of the Transfer shall not be greater than fifty (50%) percent based on an Appraisal;
(f) Borrower or the transferee shall pay a fee equal to one percent (1%) of the outstanding principal balance of the Note at the time of the assumption, together with a non-refundable processing fee in the amount of $25,000.00;
(g) the transferee shall expressly assume the Loan Documents and the Environmental Indemnity in a manner satisfactory to Lender as to periods from and after the date of Transfer and an additional guarantor acceptable to Lender shall execute the Guaranty and the Environmental Indemnity with respect to events arising or occurring from and after the date of the Transfer, which additional guarantor must have (in the aggregate if more than one) a net worth of not less than $650,000,000.00;
(h) the transferee must have a net worth not less than $250,000,000.00;
(i) the transferee must be experienced in the ownership and leasing of properties similar to the Property and retain the Manager or a Qualified Hotel Manager, in either case pursuant to an Approved Management Agreement; and
(j) Borrower or transferee shall pay all costs and expenses incurred by Lender in connection with the Transfer, including title insurance premiums, documentation costs and reasonable attorneys’ fees. Notwithstanding anything to the contrary contained herein, no transfer shall release Borrower or Guarantor from their obligations under the Loan Documents, the Environmental Indemnity or the Guaranty with respect to events arising or occurring prior to the date of Transfer.