Permitted Transfers or other Conveyances Sample Clauses

Permitted Transfers or other Conveyances. Notwithstanding any other provision of this Agreement to the contrary, City approval of a Transfer or other conveyance shall not be required in connection with any of the following (“Permitted Transfers”):
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Permitted Transfers or other Conveyances. Notwithstanding any other provision of this Agreement to the contrary, Agency approval of a Transfer or other conveyance shall not be required in connection with any of the following (“Permitted Transfers”):
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Permitted Transfers or other Conveyances. Notwithstanding any other provision of this Agreement to the contrary, City approval of a Transfer or other conveyance shall not be required in connection with any of the following (“Permitted Transfers”): Any Transfer to an entity or entities in which (i) Developer, (ii) Xxxxxx Development Co., a California corporation, (iii) Xxx Xxxxxxx and/or (iv) Xxxxx Xxx and Xxxx Xxxxx directly or indirectly retains a minimum of fifty percent (50%) of the ownership or beneficial interest and retains management and control of the Transferee entity or entities, and the Project is operating on a continuous basis on the Site. The conveyance or dedication of any portion of the Site to the City or other appropriate governmental agency, or the granting of easements or permits to facilitate construction or operation of the Project. Any requested assignment for financing purposes permitted pursuant to this Agreement for which approval by the City has been obtained, including the grant of a mortgage or deed of trust or sale-leaseback to secure the funds necessary for construction and permanent financing of the Required Improvements and, excepting therefrom any Transfer to any entity to which any interest is held by the Developer, a Related Entity, or the principals of Developer, the following in connection with such financing as shall have theretofore been approved by the City: (i) any Transfer to any person or entity pursuant to foreclosure or deed-in lieu of foreclosure of any such mortgage or deed of trust; (ii) any Transfer of the reversionary interest and estate of the lessor in any sale-leaseback; and (iii) any lease termination by the lessor under the lease in a sale-leaseback due to default of the lessee thereunder. Transfers (including leases) necessary to fulfill the covenant set forth in Section 402, where such proposed transferees agree in writing to be bound by the Covenants set forth herein and in the Grant Deed and Environmental Restriction as to the Site so Transferred, for the periods of time set forth for the effectiveness of such covenants. Transfers of the Site or any part thereof to which the City has issued a Release of Construction Covenants for the Required Improvements thereon. The sale or leasing of parcels, buildings or portions thereof to retail and/or commercial tenants or occupants as permitted under this Agreement (“Conveyance”). In the event of a Transfer by Developer not requiring the City’s prior approval, Developer nevertheless agrees that at...
Sample 1

Related to Permitted Transfers or other Conveyances

  • Permitted Transfers The provisions of Section 8.1 shall not apply to (a) a transfer or an assignment of this Lease in connection with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this Lease.

  • Permitted Transfers Within Escrow 5.1 Transfer to Directors and Senior Officers

  • 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.

  • Restricted Transfers 11.1 Subject to Sections 11.2 and 11.3, Customer (as "data exporter") and each Contracted Processor, as appropriate, (as "data importer") hereby enter into the Standard Contractual Clauses in respect of any Restricted Transfer from that Customer to that Contracted Processor.

  • Transfer of Shares Shares shall be transferable on the records of the Trust only by the record holder thereof or by its agent thereto duly authorized in writing, upon delivery to the Trustees or a transfer agent of the Trust of a duly executed instrument of transfer, together with such evidence of the genuineness of each such execution and authorization and of other matters as may reasonably be required. Upon such delivery the transfer shall be recorded on the applicable register of the Trust. Until such record is made, the Shareholder of record shall be deemed to be the holder of such Shares for all purposes hereof and neither the Trustees nor any transfer agent or registrar nor any officer, employee or agent of the Trust shall be affected by any notice of the proposed transfer. Any person becoming entitled to any Shares in consequence of the death, bankruptcy, or incompetence of any Shareholder, or otherwise by operation of law, shall be recorded on the applicable register of Shares as the holder of such Shares upon production of the proper evidence thereof to the Trustees or a transfer agent of the Trust, but until such record is made, the Shareholder of record shall be deemed to be the holder of such for all purposes hereof, and neither the Trustees nor any transfer agent or registrar nor any officer or agent of the Trust shall be affected by any notice of such death, bankruptcy or incompetence, or other operation of law.

  • Transfer of Membership Interest The Sole Member may Transfer any part or all of its rights and interest (including, but not limited to, its Capital Account) in the Company (each a “Membership Interest”) now owned or hereafter acquired to any Person, and the transferee of such Membership Interest shall become a Member of the Company.

  • Conditions on Permitted Transfers In the event a Holder proposes to sell or transfer a Note, the Company may, but shall not be required to, impose reasonable conditions on such sale or transfer including, but not limited, to: (i) Notes may be transferred only in whole units, i.e., fractions of Notes may not be transferred; (ii) the transferee shall agree in writing to be bound by this Revenue Sharing Agreement; (iii) the transferor shall provide the Company with an opinion of counsel, satisfactory in form and substance to the Company’s counsel, stating that the transfer is exempt from registration under the Securities Act of 1933 and other applicable securities laws; and (iv) the transferor and transferee shall together pay in advance for any reasonable expenses the Company expects to incur in connection with the transfer, including attorneys’ fees.

  • Transfers Without Posting (a) Lateral transfers or voluntary demotions may be granted, without posting for:

  • RESIDENCY RIGHTS NEITHER SHARABLE NOR TRANSFERABLE BY RESIDENTS Residence accommodations, including bedroom space, shared common areas (such as living rooms and bathrooms) and shared community facilities (such as floor community rooms and laundries) may only be occupied by the resident to whom the room is assigned. Residence accommodations shall not be shared with any other individual not officially assigned to that residence by UCF DHRL, and may not be sublet, assigned, or in any way transferred by the Student.

  • Transfer of Membership Membership shall not be transferred except with the approval and consent of the Board of Managers and in accordance with the Capital Units Transfer System.

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