Permitted Transfers to Affiliates. Notwithstanding the foregoing provisions of this Article 14 to the contrary, the assignment or subletting by Tenant of all or any portion of this Lease or the Premises to (i) a parent or subsidiary of Tenant, or (ii) any person or entity which controls, is controlled by or under common control with Tenant, or (iii) any entity which purchases all or substantially all of the assets and/or stock of Tenant, or (iv) a successor to Tenant or any of the foregoing entities by purchase, merger, consolidation or reorganization (all such persons or entities described in (i), (ii), (iii) and (iv) being sometimes hereinafter referred to as "Affiliates") shall not be deemed a Transfer under this Article 14, and thus shall not be subject to the requirement of obtaining Landlord's consent thereto in Sections 14.1 and 14.2 above, or Landlord's right to receive any Transfer Premium pursuant to Section 14.3 above, or recapture right in Section 14.4 above, provided that:
14.7.1 any such Affiliate was not formed, and such transaction was not entered into, as a subterfuge to (i) avoid the obligations of this Article 14, or (ii) adversely affect the ability of Tenant to satisfy its obligations under this Lease;
14.7.2 Tenant gives Landlord notice of any such assignment or sublease to an Affiliate within ten (10) business days after the effective date of any such assignment or sublease;
14.7.3 the successor of Tenant and Tenant have as of the effective date of this Lease and/or the date of any such assignment or sublease a tangible net worth, in the aggregate, computed in accordance with generally accepted accounting principles (but excluding goodwill as an asset), which is sufficient to meet the obligations of Tenant under this Lease;
14.7.4 any such assignment or sublease shall be subject and subordinate to all of the terms and provisions of this Lease, and such assignee or sublessee shall assume, in a written document reasonably satisfactory to Landlord and delivered to Landlord within ten (10) business days after the effective date of such assignment or sublease, all the obligations of Tenant under this Lease with respect to the Subject Space which is the subject of such Transfer (other than the amount of Base Rent and the applicable Tenant's Share of Excess Operating Expenses, Tax Expenses and Utilities Costs payable by Tenant with respect to a sublease); and
14.7.5 Tenant shall remain fully liable for all obligations to be performed by Tenant under this Lease. "Control", as...
Permitted Transfers to Affiliates. Subject to Section 11.7, any Member may, without triggering the requirements of Section 11.3 or 11.4, Transfer any or all of its/his Units to any Affiliate.
Permitted Transfers to Affiliates. Subject to Sections 12.2 and 12.3, any Member may, without triggering the requirements of Article 10, Dispose of all or a portion of his, her or its Membership Interest to any Affiliate.
Permitted Transfers to Affiliates. (a) Notwithstanding the prohibition on transfers contemplated by this Article IV, a Shareholder may transfer any or all of the Shares held by it to any of its Affiliates, without complying with the provisions of this Article IV other than Section 4.1(b) through (e); provided that (i) such Affiliate shall have agreed in writing with all parties hereto that it will immediately transfer all Shares and all rights and obligations hereunder to such Shareholder or another Affiliate of such Shareholder if it ceases to be an Affiliate of such Shareholder and (ii) as a condition to such transfer, such Affiliate shall become a party to this Agreement as provided in Section 4.1(b).
(b) If any Shareholder intends to make any distribution of such Shareholder’s Shares to its partners, members or shareholders, as applicable, such Shareholder shall provide written notice to the other Shareholders of such intention to make such distribution at least fifteen (15) days prior to any such distribution. The Shareholders entitled to receive such notice pursuant to this Section 4.2(b) shall also be entitled to distribute such Shareholder’s Shares to its partners, members or shareholders, as applicable, during the same period of time set forth in the written notice, subject to the limitations set forth below. Following delivery of such notice, the Shareholders shall cooperate in good faith to determine the aggregate number of Shares held by all Shareholders that could be reasonably distributed to such Shareholders’ partners, members or shareholders, as applicable, without causing a material disruption to the market price for such Shares. Thereafter, each of the Shareholders shall be entitled to distribute its pro rata portion of such aggregate number of Shares to its respective partners, members or shareholders, as applicable. No Shareholder shall be obligated to permit any other Shareholder to participate in any distribution under this Section 4.2(b) after the eighteen (18) month period immediately following the date of this Agreement.
Permitted Transfers to Affiliates. If no default on the part of Tenant has occurred and is continuing, Tenant may assign this Lease or sublet any portion of the Premises (hereinafter collectively referred to as a "Permitted Transfer") to (i) a parent or subsidiary of Tenant, (ii) an entity into which Tenant is merged or consolidated, (iii) an entity to which substantially all of Tenant's assets are transferred, or (iv) an association or joint venture in which Tenant has a material interest as evidenced in a written partnership or joint venture agreement (collectively, "Tenant Affiliate"), without first obtaining Landlord's written consent, if Tenant notifies Landlord at least ten (10) business days prior to the Permitted Transfer and provides Landlord with (a) in the case of a Permitted Transfer described in subsections (i), (ii) or (iii), information satisfactory to Landlord in order to determine the net worth both of the successor entity and of Tenant immediately prior to such assignment, and showing the net worth of the successor to be at least equal to the net worth of Tenant, or (b) in the case of a Permitted Transfer to an association or joint venture in which Tenant has a material interest, a copy of the executed partnership or joint venture agreement which documents that Tenant has a material interest in such association or joint venture, In the event of a Permitted Transfer, the provisions of Sections 17.C, 17.E, 17.F and 32.D shall not apply, provided that Tenant shall still be obligated to provide prior written notice of such Permitted Transfer to Landlord.
Permitted Transfers to Affiliates. Notwithstanding the provisions under Section 5.1(a) above, any Shareholder may, at any time, upon prior notice to the other Shareholders and to the Company, partially or totally Transfer all its Shares to an Affiliate thereof, provided, however, that (i) contemporaneously with effecting such Transfer such Affiliate becomes a party to this Agreement, (ii) the transferring Shareholder shall be obligated to reacquire forthwith the Shares so transferred in the event such Affiliate ceases to be an Affiliate of the transferring Shareholder or intends to effect a Transfer of such Shares to another Affiliate, (iii) the transferring Shareholder assumes joint liability with its Affiliates for the obligations hereunder, (iv) the transferring Shareholder shall be deemed jointly and severally liable and shall be treated as a single shareholder hereunder together with such Affiliate; (v) any Transfer to an Affiliate shall subrogate such Affiliate on any rights and obligations set forth in this Agreement, and (vi) in any case, the final ownership, voting and management structure and all the material details related to the transferee shall be fully disclosed to the other Shareholders. An Affiliate complying with such provisions (i) to (iv) and (vi) shall be deemed to be an “Exempt Transferee” (“Exempt Transferee”).
Permitted Transfers to Affiliates. Subject to Section 5.1 and 9.2, but notwithstanding any other provision of this Article 5, a Shareholder may assign and transfer any or all of its Shares to any Affiliate, including in the case of TAVF any other entity under common management with TAVF, without triggering the requirements of Section 5.2.
Permitted Transfers to Affiliates. Any Shareholder may Transfer any of its Shares to any of its Affiliates (each, a "Permitted Transferee"), provided that:
Permitted Transfers to Affiliates. Transfers of Units to Affiliates of a Member are permitted without requiring the consent of the other Members.
Permitted Transfers to Affiliates. Section 8.1 shall not apply to a transfer by a Participant of its entire interest in the Joint Venture to an Affiliate, provided that contemporaneously with such transfer:
(a) the transferee enters into an agreement with the other Participant in the terms hereof, whereby it shall be bound by and entitled to the benefit of this Agreement;
(b) the transferor shall guarantee to the other Participant the performance by the transferee of all of its obligations under this Agreement; and
(c) the consent of an Owner required under a Contract is obtained; such agreements and guarantee all to be satisfactory to the other Participant, acting reasonably. Notwithstanding the foregoing, Fort MxXxx Construction Ltd. covenants to transfer its interest in the Joint Venture to a limited partnership of which it is the general partner and which shall be known as “Fort MxXxx Construction Limited Partnership”. Fort MxXxx Construction Ltd. shall assign its interest within 30 days of the date of this Agreement. The Parties agree that this transfer will be the sole exception to the application of this section 8.3.
