Permitted Starwood Related Transactions and Matters Sample Clauses

Permitted Starwood Related Transactions and Matters. Mortgagee hereby (x) consents to the issuance of the Preferred Units (as defined in the Starwood Documents) and the Series A Preferred Shares (as defined in the Starwood Documents) and (y) confirm that the Starwood Documents, the issuance of the Preferred Units, and the issuance of the Series A Preferred Shares do not constitute Events of Default under the Loan Documents. (A) Notwithstanding any provision in the Loan Documents and/or the Starwood Documents to the contrary, neither the Preferred Units nor any Series A Preferred Shares shall be transferred, and Operating Partnership and the Guarantor will not consent to such transfer of the Preferred Units or the Series A Preferred Shares, as the case may be, to any Person other than a Starwood Entity without the prior written consent of Mortgagee in its sole discretion; without in any way limiting the sole discretion of Mortgagee in consenting to any such transfer, any such consent shall be conditioned upon, without limitation, Mortgagee obtaining all required “know your customer” and other information regarding such transferee as Mortgagee may reasonably request. Any breach of the covenants or prohibitions contained in this subsection (A) shall constitute an Event of Default under this Deed of Trust. (B) Notwithstanding the foregoing or any other provision hereof (but subject to subsection (iii) below), a Starwood Entity may make a pledge (a “Pledge”) of the Preferred Units or the Series A Preferred Shares to any entity which has extended a credit facility to a Starwood Entity provided that such entity (a “Pledgee”) is an Eligible Assignee. Notwithstanding anything to the contrary contained in this Deed of Trust, no Person may take title to the Preferred Units or Series A Preferred Shares without Mortgagee’s approval in its sole discretion unless such Person is an Eligible Assignee. Subject to the foregoing requirements with respect to the taking of title to the Preferred Units or Series A Preferred Shares, Pledgee shall be permitted to fully exercise its rights and remedies against Starwood Entity, and realize on any and all collateral granted by Starwood Entity to Pledgee in accordance with applicable law. In such event, subject to the foregoing requirements with respect to the taking of title to the Preferred Units or Series A Preferred Shares by a Person that is not an Eligible Assignee, Pledgee (and any transferee which is also an Eligible Assignee) and its successors and assigns shall be a permitted ...
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Related to Permitted Starwood Related Transactions and Matters

  • Certain Relationships and Related Transactions No relationship, direct or indirect, exists between or among any Partnership Entity, on the one hand, and the directors, officers, stockholders, affiliates, customers or suppliers of any Partnership Entity, on the other hand, that is required to be described in the Preliminary Prospectus or the Prospectus and is not so described.

  • Prohibited Transactions and Activities None of the Depositor, the Servicer or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by deed in lieu of foreclosure, (ii) the bankruptcy of the Trust Fund, (iii) the termination of the Trust Fund pursuant to Article IX of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for any REMIC created hereunder (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Collection Account or the Distribution Account for gain, nor accept any contributions to any REMIC created hereunder after the Closing Date (other than a Qualified Substitute Mortgage Loan delivered in accordance with Section 2.03), unless it has received an Opinion of Counsel, addressed to the Trustee (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any of any REMIC Regular Interest created hereunder as a REMIC or (b) cause any REMIC Regular Interest created hereunder to be subject to a tax on “prohibited transactions” or “contributions” pursuant to the REMIC Provisions.

  • Related Transactions 10 3.10 Insurance.............................................................................10 3.11

  • Permitted Transactions The Member is free to engage in any activity on its own or by the means of any entity. The Member’s fiduciary duty of loyalty, as it applies to outside business activities and opportunities, and the “corporate opportunity doctrine,” as such doctrine may be described under general corporation law, is hereby eliminated to the maximum extent allowed by the Act.

  • Affiliated Transactions The Company shall cause each of the Initial Stockholders to agree that, in order to minimize potential conflicts of interest which may arise from multiple affiliations, the Initial Stockholders will present to the Company for its consideration, prior to presentation to any other person or company, any suitable opportunity to acquire an operating business, until the earlier of the consummation by the Company of a Business Combination, the liquidation of the Company or until such time as the Initial Stockholders cease to be an officer or director of the Company, subject to any pre-existing fiduciary or contractual obligations the Initial Stockholders might have.

  • Excluded Transactions The Company shall not be obligated to effect any registration of Registrable Securities under this Section 2.1 incidental to the registration of any of its Securities in connection with: (i) the IPO; (ii) a registration statement filed to cover issuances under employee benefits plans or dividend reinvestment plans; or (iii) any registration statement relating solely to the acquisition or merger after the date hereof by the Company or any of its Subsidiaries of or with any other businesses.

  • Termination of Related Party Agreements Except as set forth on Schedule 9.7, all existing agreements between the Company and the Stockholders (and between the Company and entities controlled by the Stockholders) shall have been canceled effective prior to or as of the Consummation Date.

  • Definitions and Related Matters For purposes of this Agreement, the capitalized terms used herein shall have the meanings assigned to them herein or in the attached Exhibit 1 and, for purposes of this Agreement and all other documents executed in connection herewith, the rules of construction set forth in Exhibit 1 shall govern.

  • CONTINUING CONNECTED TRANSACTIONS NEW LEASE AGREEMENT

  • Organization and Related Matters Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

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