Permitted Property Transfers Sample Clauses

Permitted Property Transfers. Notwithstanding the foregoing, none of the following Transfers shall be deemed to be a Prohibited Property Transfer and the same shall be deemed to be “Permitted Property Transfers”: (i) a Tenant Lease that has been approved in accordance with the terms of this Agreement (or is not required to approved pursuant to the terms of this Agreement); (ii) a Permitted Lien; or (iii) easements, rights-of-way, restrictions, minor encroachments or other similar encumbrances arising in the ordinary course of business of Borrower which do not materially impair the marketability of a Property and do not materially and adversely interfere with the use of a Property for the uses permitted under the Loan Documents and are not otherwise in violation of the Loan Documents.

Permitted Property Transfers. Notwithstanding the foregoing, the Borrower shall have the right to sell the Property in its entirety in an arms-length transaction to a third party independent of the Borrower, provided that the following conditions are satisfied: (i) the proposed buyer is acceptable to the Lender as measured and judged by normal and ordinary standards of financial strength, credit history, real estate management ability and experience and professional character, as determined by the Lender in its sole discretion, and (ii) such buyer agrees to assume all of the obligations of the Borrower under the Loan Documents and the Secured Debt, and (iii) in the case of the first transfer of the Property, Borrower shall pay Lender a fee equal to 1% of the then outstanding principal balance of the Note and shall pay all costs of Lender in connection with such transfer, including legal fees, and (iv) in the case of the second transfer of the Property, Borrower shall pay Lender a fee equal to 2% of the then outstanding principal balance of the Note and shall pay all costs of Lender in connection with such transfer, including legal fees. No more than two sales of the Property shall be permitted during the term of the Secured Debt. Borrower shall give Lender no less than thirty (30) days notice of any proposed transfer of the Property, such notice to be accompanied by documentation suitable to show the financial strength, credit history, real estate management ability and experience and professional character of the proposed buyer. Additionally, the Borrower shall furnish to the Lender upon request additional information concerning the proposed buyer as determined by Lender as necessary or helpful to measure and judge the financial strength, credit history, real estate management ability and experience and professional character of the proposed buyer. Upon the transfer of the Property by AR Borrower I, LLC (“Original Borrower”) pursuant to the foregoing with the consent of the Lender and provided that the Original Borrower has provided to Lender a “Phase I” environmental assessment report which is satisfactory to Lender in Lender’s sole discretion, then upon the foregoing, the Lender will agree to release the Original Borrower, R▇▇▇▇▇ ▇. ▇▇▇▇▇, M▇▇▇ ▇▇▇▇▇▇▇▇▇▇, J▇▇▇▇ ▇▇▇▇▇▇▇▇, R▇▇▇▇▇ ▇▇▇▇▇▇, and H▇▇▇▇▇ ▇▇▇▇ (collectively, the “Original Obligors”) from any further obligations or liabilities under the Loan Documents as of the date of the assumption of the Loan Documents by the buyer of the...

Permitted Property Transfers. Notwithstanding the foregoing, none of the following Transfers shall be deemed to be a Prohibited Property Transfer: (1) a Transfer which is expressly permitted under this Mortgage; (2) a Lease which is permitted under the terms of the Loan Documents; (3) the sale of inventory in the ordinary course of business; and (4) the transfer of the Premises from Mortgagor to an affiliate of Mortgagor (an “Affiliate Transfer”) that is owned and controlled in substantially the same manner as Mortgagor is owned and controlled on the date of Transfer and with the equivalent or better financial condition than that of Mortgagor (“Affiliate Transferee”) provided that (u) at Mortgagee’s option, Mortgagee receives opinions of counsel, and Mortgagor and Affiliate Transferee authorization documents, in form and substance acceptable to Mortgagee, (v) Mortgagee receives an endorsement (or new policy(ies) if an endorsement is not available) to Mortgagee’s mortgagee policy(ies), in form and substance satisfactory to Mortgagee, (w) the organizational documents of the Affiliate Transferee are substantially similar to the organizational documents of Mortgagor, (x) assumption documentation reasonably required by Mortgagee is executed (including without limitation, a re-affirmation by Guarantor), (y) no Event of Default shall have occurred and is continuing, and (z) Mortgagor pays all of Mortgagee’s reasonable out of pocket costs and expenses associated with Mortgagee’s review and documentation of the Transfer.

Permitted Property Transfers. Notwithstanding the foregoing, none of the following Transfers shall be deemed to be a Prohibited Property Transfer: (1) a Transfer which is expressly permitted under this Deed; (2) a Lease which is permitted under the terms of the Loan Documents; (3) the sale of inventory in the ordinary course of business; and (4) the transfer of the Premises from Grantor to an affiliate of Grantor (an “Affiliate Transfer”) that is owned and controlled in substantially the same manner as Grantor is owned and controlled on the date of Transfer and with the equivalent or better financial condition than that of Grantor (“Affiliate Transferee”) provided that (u) at Grantee’s option, Grantee receives opinions of counsel, and Grantor and Affiliate Transferee authorization documents, in form and substance acceptable to Grantee, (v) Grantee receives an endorsement (or new policy(ies) if an endorsement is not available) to Grantee’s mortgagee policy(ies), in form and substance satisfactory to Grantee, (w) the organizational documents of the Affiliate Transferee are substantially similar to the organizational documents of Grantor, (x) assumption documentation reasonably required by Grantee is executed (including without limitation, a re-affirmation by Guarantor), (y) no Event of Default shall have occurred and is continuing, and (z) Grantor pays all of Grantee’s reasonable out of pocket costs and expenses associated with Grantee’s review and documentation of the Transfer.

Permitted Property Transfers. Notwithstanding the foregoing, a (i) Full Satisfaction Sale, (ii) the Colony Pledge, (iii) a Colony Pledge Foreclosure, and (iv) a Transfer which is expressly permitted under this Agreement, shall not be deemed to be a Prohibited Property Transfer.

Permitted Property Transfers. (ASSUMPTION). Notwithstanding anything to the contrary contained in this Article 8 and in addition to the transfers permitted under Section 8.3, the following transfers shall not be Prohibited Transfers and Lender’s consent to any transfers of the Property in its entirety (at any time after the first (1st) anniversary of the closing of the Loan or at any time prior to such date if Lender determines that such assignment or transfer will not hinder, delay or prevent Lender from completing a Secondary Market Transaction (as defined in Section 19.3)) shall not be withheld; provided, that, in each case, Lender receives sixty (60) days prior written notice of each such transfer hereunder and no Event of Default is continuing, and further provided that, the following additional requirements are satisfied: 42 (a) Borrower shall pay to Lender the Applicable Assumption / Transfer Fee applicable to such transfer; (b) Borrower shall pay any and all reasonable out-of-pocket costs incurred in connection with each transfer of the Property (including, without limitation, Lender’s reasonable counsel fees and disbursements and all recording fees, title insurance premiums and mortgage and intangible taxes and the fees and expenses of the Rating Agencies pursuant to clause (j) below); (