Property Transferees Sample Clauses

Property Transferees. The Seller hereby acknowledges and agrees that the Purchaser shall have the right to assign this Agreement with respect to the Property to the Property Transferee as may be necessary in order to effectuate the intent of this Section 4.1.
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Property Transferees. For the purposes of effectuating the transactions contemplated by this Agreement, on or before the Closing Date, Purchaser or its Affiliates shall form each of the Property Transferees. With respect to the actual acquisition and fee simple ownership of each Property, each Property will be acquired and owned at the Closing by the Applicable Property Transferee. Each Property Transferee will be the landlord under the applicable Lease. The organizational chart for the limited partnerships described in this Section 4.1 is attached hereto as Schedule M. On and as of the Closing Date, the limited partnerships described in this Section 4.1 shall have been created and be in full force and effect. The Sellers hereby acknowledge and agree that the Purchaser shall have the right to assign this Agreement with respect to each Property to the Applicable Property Transferee as may be necessary in order to effectuate the intent of this Section 4.1.
Sample 1
Property Transferees. For the purposes of effectuating the transactions contemplated by this Agreement, on or before the Initial Closing Date, Purchaser or its Affiliates and MSLS shall form the Master LP and each of the Property Transferees. The form of the partnership agreement for the Master LP will be substantially in the form set forth in Schedule N attached hereto. With respect to the actual acquisition and fee simple ownership of each Property, each Property will be acquired and owned at the Applicable Closing by the Applicable Property Transferee owned (a) by another Purchaser Affiliate as a 0.01% general partner, and (b) by the Master LP as a 99.99% limited partner. Each Property Transferee will be the landlord under the applicable Lease. The form of the limited partnership agreement for each Property Transferee will be substantially in the form set forth in Schedule O attached hereto. The organizational chart for the limited partnerships described in this Section 4.2 is attached hereto as Schedule P. On and as of the Initial Closing Date, the limited partnerships described in this Section 4.2 shall have been created and be in full force and effect. The Sellers hereby acknowledge and agree that the Purchaser shall have the right to assign this Agreement with respect to each Property to the Applicable Property Transferee as may be necessary in order to effectuate the intent of this Section 4.2.
Sample 1
Property Transferees. 34 9.2 Assumption of the Loans............................................................... 34 SECTION 10. APPORTIONMENTS................................................................... 36 10.1 Apportionments........................................................................ 36 10.2
Sample 1
Property Transferees. No later than the later of (i) five (5) Business Days after the last day of the Due Diligence Period or (ii) the date that the structure and organizational documents therefor shall be approved by each applicable Lender (and in any event prior to seven (7) Business Days before the scheduled Closing Date), Purchaser, the REIT, or their Affiliates shall form each of the Property Transferees. With respect to the actual acquisition and fee simple ownership of each Property, each Property will be acquired and owned at the Closing by the Applicable Property Transferee. Each Property Transferee will be the landlord under the applicable Lease. The proposed organizational chart for the limited partnerships described in this Section 9.1 is attached hereto as SCHEDULE V. The Sellers hereby acknowledge and agree that Purchaser shall have the right to assign this Agreement with respect to each Property to the Applicable Property Transferee as may be necessary in order to effectuate the intent of this Section 9.1.
Sample 1
Property Transferees. For the purposes of effectuating the transactions contemplated by this Agreement, on or before the Closing Date, CNL or its Affiliates shall form each of the Property Transferees. Prime Care hereby acknowledges and agrees that CNL shall have the right to assign this Agreement with respect to each Property to the Applicable Property Transferee as may be necessary in order to effectuate the intent of this Section 4.2.
Sample 1

Related to Property Transferees

  • Permitted Transferee 26 Person ......................................................................................26

  • Transferees Any permitted transferee to whom rights under this Agreement are transferred shall, as a condition to such transfer, deliver to the Company a written instrument by which such transferee agrees to be bound by the obligations imposed upon the Purchaser under this Agreement to the same extent as if such transferee were a Purchaser hereunder.

  • Permitted Transferees The rights of a Holder hereunder may be assigned (but only with all related obligations as set forth below) in connection with a Transfer of Registrable Securities to a Permitted Transferee of that Holder. Without prejudice to any other or similar conditions imposed hereunder with respect to any such Transfer, no assignment permitted under the terms of this Section 4.4 will be effective unless the Permitted Transferee to which the assignment is being made, if not a Holder, has delivered to the Company a written acknowledgment and agreement in form and substance reasonably satisfactory to the Company that the Permitted Transferee will be bound by, and will be a party to, this Agreement. A Permitted Transferee to whom rights are transferred pursuant to this Section 4.4 may not again transfer those rights to any other Permitted Transferee, other than as provided in this Section 4.4.

  • Transferee 3 Transfer Date (not earlier that the fifth Business Day after the date of delivery of the Transfer Certificate to the Agent):

  • Transfers to Permitted Transferees Prior to the transfer of Units to a Permitted Transferee (other than a transfer in connection with or subsequent to a Sale of the Company), the Executive shall deliver to Investors a written agreement of the proposed transferee (a) evidencing such Person's undertaking to be bound by the terms of this Agreement and (b) acknowledging that the Units transferred to such Person will continue to be Units for purposes of this Agreement in the hands of such Person. Any transfer or attempted transfer of Units in violation of any provision of this Agreement or the Securityholders Agreement shall be void, and Investors shall not record such transfer on its books or treat any purported transferee of such Units as the owner of such Units for any purpose.

  • Transfer of Partnership Interests The foregoing power of attorney shall survive the delivery of an instrument of transfer by any Partner of the whole or any portion of or interest in its Partnership Interest, except that (i) where a Partner becomes a Former Partner, or (ii) where a Transferee of such Partnership Interest has been approved as a successor Partner and the Transferor shall thereupon cease being a Partner (all in accordance with this Agreement), then the power of attorney of the Former Partner or the Transferor Partner, as the case may be, shall survive the cessation of Partner status or the delivery of such instrument of transfer, as the case may be, for the sole purpose of enabling the attorneys-in-fact for such Former Partner or the Transferor Partner (or any of them) to execute, swear to, acknowledge and file any and all instruments necessary to effectuate or reflect such cessation, transfer and succession.

  • Transfers of Partnership Interests Except as the Partners may otherwise agree from time to time, a Partner may not Transfer all or any part of its Partnership Interest without the Consent of each other Partner, which Consent may be withheld in the sole discretion of each such other Partner.

  • Subsequent Transferees A transferee to whom rights are transferred pursuant to this Section 3 may not again transfer such rights to any other Person, other than as provided in Sections 3.1 or 3.2 above.

  • Partnership Interest Except as provided in this Agreement and the Transferor Partnership Agreement, no right (contingent or otherwise) to purchase or acquire the Transferor Partnership Interests held by such Transferor Partner is authorized or outstanding. Except as disclosed on Schedule 5.34, such Transferor Partner owns and holds the Transferor Partnership Interests set forth opposite its name on Schedule I beneficially and of record free and clear of any liens, pledges and encumbrances of any kind whatsoever and free of any rights of assignment of any third party. Prior to the Closing, all liens disclosed on Schedule 5.34 will be paid in full. Upon the Closing, good, valid, marketable, and indefeasible title to such Transferor Partnership Interests shall be vested in the BRI Partnership free and clear of any lien, claim, charge, pledge, encumbrance, limitation, agreement or instrument whatsoever. The provisions of this Section 5.34 shall survive the Closing indefinitely.

  • Redemption of Partnership Interests of Non-citizen Assignees (a) If at any time a Limited Partner or Assignee fails to furnish a Citizenship Certification or other information requested within the 30-day period specified in Section 4.9(a), or if upon receipt of such Citizenship Certification or other information the General Partner determines, with the advice of counsel, that a Limited Partner or Assignee is not an Eligible Citizen, the Partnership may, unless the Limited Partner or Assignee establishes to the satisfaction of the General Partner that such Limited Partner or Assignee is an Eligible Citizen or has transferred his Partnership Interests to a Person who is an Eligible Citizen and who furnishes a Citizenship Certification to the General Partner prior to the date fixed for redemption as provided below, redeem the Partnership Interest of such Limited Partner or Assignee as follows:

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