Qualified Transferees Sample Clauses

Qualified Transferees. Each Member, other than the Initial Member (including, for the avoidance of doubt, its Successors and transferees), shall at all times be in compliance with the following (and any proposed transferee of any LLC Interest in compliance with the following shall be deemed a “Qualified Transferee”):
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Qualified Transferees. The Private Owner (including, for the avoidance of doubt, its Successors), certifies, represents and warrants as follows, and covenants that it will at all times be in compliance with, and (without limitation of the foregoing) will not enter into any transaction, or take (or omit to take) any other action, that would result in it ceasing to be in compliance with, the following (and any proposed transferee of the Private Owner Interest in compliance with the following will be deemed a “Qualified Transferee”):
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Qualified Transferees. With respect to each Mortgage Asset, each Borrower and the Administrative Agent are “qualified transferees”, “qualified institutional lenders” or “qualified lenders” (however such terms are phrased or denominated) under the terms of the applicable Mortgage Loan Documents with respect to each party’s ability to hold and/or to be a pledgee and/or transferee of each such Mortgage Asset. The Assignments and the pledge of the Mortgage Assets to the Administrative Agent, on behalf of the Lenders, do not violate any provisions of the underlying Mortgage Loan Documents.
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Qualified Transferees. With respect to each Mortgage Asset, each Borrower and any national bank are “qualified transferees”, “qualified institutional lenders” or “qualified lenders” (however, such terms are phrased or denominated) under the terms of the applicable Mortgage Loan Documents with respect to each party’s ability to hold and/or to be a pledgee and/or transferee of each such Mortgage Asset. The Assignments and the pledge of the Mortgage Assets to the Administrative Agent, on behalf of the Lenders, do not violate any provisions of the underlying Mortgage Loan Documents, subject to any post-pledge obligations set forth in such Mortgage Loan Documents.
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Qualified Transferees. Except as provided in Section 3(a)(ii) and/or Section 3(b), no Shareholder shall transfer any Shares pursuant to the provisions of this Agreement unless the person or group of related persons who collectively are the proposed transferee (the "Proposed
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Qualified Transferees. To the extent that any Qualified Transferee acquires the Equity Collateral in accordance with the provisions and conditions of this Agreement, such Qualified Transferee shall acquire the same subject to the Senior Loan and the Senior Mezzanine Loan, in the case of the equity interests in Senior Mezzanine Borrower pledged pursuant to the Junior Mezzanine Loan Agreement, the terms, conditions and provisions of the Senior Loan Documents and the Senior Mezzanine Loan Documents, as applicable, for the balance of the term thereof, which shall not be accelerated by Senior Lender or Senior Mezzanine Lender, as applicable, solely due to such acquisition and shall remain in full force and effect; provided, however, that (i) such Qualified Transferee shall have caused the Borrower or the Senior Mezzanine Borrower, as the case may be, to reaffirm in writing, subject to such exculpatory provisions as shall be set forth in the Senior Loan Documents or Senior Mezzanine Loan Documents, as applicable, all of the terms, conditions and provisions of the Senior Loan Documents or the Senior Mezzanine Loan Documents, as applicable, on the Borrower’s or Senior Mezzanine Borrower’s part, respectively, to be performed and (ii) all defaults under the Senior Loan or the Senior Mezzanine Loan, as applicable, which remain uncured as of the date of such acquisition have been cured or are in the process of being cured within permitted cure periods by such Qualified Transferee or waived by Senior Lender or Senior Mezzanine Lender, as applicable, except for defaults that are not susceptible of being cured by such Qualified Transferee; provided, that such defaults which are not susceptible of being cured do not materially impair the value, use or operation of the Premises or the Equity Collateral, as applicable. Notwithstanding any contrary or inconsistent provision of this Agreement, the Senior Loan Documents or the Mezzanine Loan Documents, no acquisition or other fee or similar charge shall be due in connection with such Qualified Transferee’s acquisition of any interest in Borrower, any Mezzanine Borrower or the Premises as the result of an Equity Collateral Enforcement Action or assignment in lieu of foreclosure or other negotiated settlement in lieu of any of the foregoing.
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Qualified Transferees. With respect to each Mortgage Asset, the Seller and the Purchaser are “Qualified Transferees”, “Qualified Institutional Lenders” or “Qualified Lenders” (however such terms are phrased or denominated) under the terms of the applicable Mortgage Loan Documents with respect to each party’s ability to hold and/or be able to be a transferee of each such Mortgage Asset. The Assignment to the Purchaser does not violate the terms of the related Mortgage Loan Documents.
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Qualified Transferees. To the extent that any Qualified Transferee acquires the Equity Collateral in accordance with the provisions and conditions of this Agreement, such Qualified Transferee shall acquire the same subject to the Senior Loan and the terms, conditions and provisions of the Senior Loan Documents for the balance of the term thereof, which shall not be accelerated by Senior Lender solely due to such acquisition and shall remain in full force and effect; provided, however, that (i) such Qualified Transferee shall have caused Borrower to reaffirm in writing, subject to such exculpatory provisions as shall be set forth in the Senior Loan Documents, all of the terms, conditions and provisions of the Senior Loan Documents on Borrower’s part to be performed and (ii) all defaults under the Senior Loan, other than a failure to pay the Senior Loan upon the maturity or acceleration thereof, which remain uncured as of the date of such acquisition have been cured by such Qualified Transferee or waived by Senior Lender except for defaults that are not susceptible of being cured by such Qualified Transferee; provided, that such defaults which are not susceptible of being cured do not materially impair the value, use or operation of the Premises, as determined by Senior Lender in its sole but reasonable discretion.
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Qualified Transferees. With respect to each Mortgage Asset and Purchased Asset, as applicable, the Seller, the Purchaser and the Deal Agent are “qualified transferees”, “qualified institutional lenders” or “qualified lenders” (however such terms are phrased or denominated) under the terms of the applicable Mortgage Loan Documents with respect to each party’s ability to hold and/or to be a transferee of each such Mortgage Asset and Purchased Asset, as applicable. The Assignments do not violate any provisions of the underlying Mortgage Loan Documents.
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Related to Qualified Transferees

  • 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 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.

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