Common use of Permitted Disposition Clause in Contracts

Permitted Disposition. “Permitted Disposition” means any of the following (the choice among which, to the extent applicable, shall be at Tenant’s option): (i) the Assignment or Equity Interest Disposition of the Indicted Party’s interest in this Lease or Tenant, as the case may be, to any Person who is (A) not a Prohibited Person, (B) not a Related Entity or affiliate of the Indicted Party and (C) satisfactory to Landlord, applying the provisions of Section 13.2 hereof, and to the holder of the Recognized Mortgage most senior in lien (if required by the terms of such Recognized Mortgage); (ii) if the Indicted Party is not Tenant, the Equity Interest Disposition (or other transfer or relinquishment) of the Indicted Party’s interest in Tenant, to Tenant, any other partner(s) of Tenant or any other owners of direct or indirect ownership interests in Tenant; (iii) the giving of the Indicted Party’s interest in this Lease or Tenant, as the case may be, to a Person (other than a Related Entity or an affiliate of the Indicted Party) who is acting in a fiduciary capacity as an independent trustee for the benefit of the Indicted Party for the purpose of actively managing this Lease or the Indicted Party’s interest in Tenant, as the case may be, or (iv) a combination of two or more of the actions described in clauses (i), (ii) and (iii) above with respect to portions of the Indicted Party’s interest that constitute, in the aggregate, the Indicted Party’s entire interest. The trustee agreement between the Indicted Party and the trustee contemplated by clause (iii) of the immediately preceding sentence shall be reasonably satisfactory to Landlord as well as to the holder of the Recognized Mortgage most senior in lien (if required by the terms of Recognized Mortgage). The trust agreement shall provide as follows:

Permitted Disposition. Except as otherwise specifically permitted under this Section 9, no Encumbrance or Disposition of a Unit of Membership Interest, or any interest therein or part thereof, can be effected without a Unanimous Vote of the Members and approval of the Managers. Notwithstanding the foregoing, a Member may Dispose all or any portion of its Membership Interest without such Unanimous Vote of the Members provided that the transferee (“Permitted Transferee”) is an entity (including a general partnership, a limited partnership, a limited liability partnership, a limited liability company, a trust, an association, a corporation or any other legal or commercial entity), 100% of the legal and beneficial interests of which are owned by or under common ownership with the transferring Member (“Permitted Disposition” means ”). Notwithstanding any other provision of this Agreement, the following (provisions of Sections 9.1 and 9.2 will not apply to any Permitted Disposition; provided, however, that in the choice among which, to the extent applicable, shall be at Tenant’s option): case of any Permitted Disposition: (i) the Assignment disposing Member will inform the Company in writing of such Disposition, including whether it is disposition of all or Equity Interest Disposition less than all of the Indicted Party’s interest in this Lease or TenantMembership Interest and whether the proposed transferee is seeking to become a substitute Member, as the case may be, prior to any Person who is (A) not a Prohibited Person, (B) not a Related Entity or affiliate of the Indicted Party and (C) satisfactory to Landlord, applying the provisions of Section 13.2 hereofeffecting such Permitted Disposition, and to the holder of the Recognized Mortgage most senior in lien (if required by the terms of such Recognized Mortgage); (ii) if the Indicted Party is not TenantPermitted Transferee will agree to be bound by and comply with the terms and conditions of this Agreement as a condition to the effectiveness of any such Disposition. Unless the Managers notifies the disposing Member within fifteen (15) days of receipt of the notice of the proposed disposition of an objection to such transferee being admitted as a substitute Member, the Equity proposed transferee shall be admitted as a Member upon its execution and delivery of a conforming Addendum hereto. Upon the issuance, repurchase, or approved Disposition of any Units (including a repurchase by the Company) or the admission of a new Member, the Percentage Interest of all Members will be adjusted, as necessary, to reflect that issuance, repurchase, or Disposition. Any attempted Encumbrance or Disposition (of a Unit of Membership Interest, or other transfer any interest therein or relinquishment) part thereof, of the Indicted Party’s interest in Tenant, to Tenant, any other partner(s) of Tenant or any other owners of direct or indirect ownership interests in Tenant; (iii) the giving of the Indicted Party’s interest in this Lease or Tenant, as the case may be, to a Person (Company other than a Related Entity or an affiliate of the Indicted Party) who is acting in a fiduciary capacity as an independent trustee for the benefit of the Indicted Party for the purpose of actively managing accordance with this Lease or the Indicted Party’s interest in Tenant, as the case may be, or (iv) a combination of two or more of the actions described in clauses (i), (ii) and (iii) above with respect to portions of the Indicted Party’s interest that constitute, in the aggregate, the Indicted Party’s entire interest. The trustee agreement between the Indicted Party and the trustee contemplated by clause (iii) of the immediately preceding sentence Section 9 shall be reasonably satisfactory to Landlord as well as to the holder null and void ab initio and will constitute a breach of the Recognized Mortgage most senior in lien (if required by the terms of Recognized Mortgage). The trust agreement shall provide as follows:this Agreement.

Permitted Disposition. “Permitted Disposition” PERMITTED DISPOSITION" means any of the following (the choice among which, to the extent applicable, shall be at Tenant’s 's option): (i) the Assignment or Equity Interest Disposition of the Indicted Party’s 's interest in this Lease or Tenant, as the case may be, to any Person who is (A) not a Prohibited Person, (B) not a Related Entity or affiliate of the Indicted Party and (C) satisfactory to Landlord, applying the provisions of Section SECTION 13.2 hereof, ; and to the holder of the Recognized Mortgage most senior in lien (if required by the terms of such Recognized Mortgage); (ii) if the Indicted Party is not Tenant, the Equity Interest Disposition (or other transfer or relinquishment) of the Indicted Party’s 's interest in Tenant, to Tenant, any other partner(s) of Tenant or any other owners of direct or indirect ownership interests in Tenant; (iii) the giving of the Indicted Party’s 's interest in this Lease or Tenant, as the case may be, to a Person (other than a Related Entity or an affiliate of the Indicted Party) who is acting in a fiduciary capacity as an independent trustee for the benefit of the Indicted Party for the purpose of actively managing this Lease or the Indicted Party’s 's interest in Tenant, as the case may be, or (iv) a combination of two or more of the actions described in clauses (i), (ii) and (iii) above with respect to portions of the Indicted Party’s 's interest that constitute, in the aggregate, the Indicted Party’s 's entire interest. The trustee 109 agreement between the Indicted Party and the trustee contemplated by clause (iii) of the immediately preceding sentence shall be reasonably satisfactory to Landlord as well as to the holder of the Recognized Mortgage most senior in lien (if required by the terms of Recognized Mortgage). The trust agreement shall provide as follows: