Related Party Transfer. Master Developer's transfer of all or any part of the Property to any entity "related'' to Master Developer (as defined by regulations of the Internal Revenue Service), Master Developer's entry into a joint venture for the development of the Project or Master Developer's pledging of part or all of the Project as security for financing shall also not be deemed to be an "assignment" subject to the above-referenced approval by the City unless specifically designated as such an assignment by the Master Developer.
Related Party Transfer. Tenant may make a Related Party Transfer (as defined below) without the consent of Landlord, provided that Xxxxxx gives Landlord at least ten (10) days’ prior notice thereof together with evidence reasonably satisfactory to Landlord that the proposed Transfer is a Related Party Transfer and such Related Party Transfer is subject to all of the other terms and conditions for this Article. A “Related Party Transfer” is a transfer to an entity (a) into or with which Tenant is merged or consolidated, (b) to which substantially all of Tenant’s assets are transferred as a going concern, or (c) which controls or is controlled by Tenant or is under common control with Tenant, provided that in any of such events (i) Landlord receives prior written notice of any such transactions, (ii) the assignee or subtenant agrees directly with Landlord, by written instrument in form satisfactory to Landlord, to be bound by all the obligations of Tenant hereunder, including, without limitation, the covenant against further assignment and subletting, (iii) in no event shall Tenant be released from its obligations under this Lease, (iv) any such transfer or transaction is for a legitimate, regular business purpose of Tenant other than a transfer of Tenant’s interest in this Lease, and (v) the involvement by Tenant or its assets in any transaction, or series of transactions (by way of merger, sale, acquisition, financing, refinancing, transfer, leveraged buy-out or otherwise) whether or not a formal assignment or hypothecation of this Lease or Tenant’s assets occurs, will not result in a reduction of the Net Worth of Tenant (as defined below), from the Net Worth of Tenant as it is represented to Landlord at the time of the execution by Landlord of this Lease, or as it exists immediately prior to said transaction or transactions constituting such reduction, at whichever time said Net Worth of Tenant was or is greater. “Net Worth” of Tenant for purposes of this Section shall be the tangible net worth of Tenant (excluding any guarantors) established under generally accepted accounting principles consistently applied.
Related Party Transfer. If Tenant desires to Transfer its interest herein to a corporate subsidiary, a corporate parent or an otherwise corporate-related entity, or if Tenant wishes to Transfer its interest herein to a successor entity (as a result of a merger or acquisition) in which the Tenant has at least a fifty percent (50%) interest in the successor entity, then such Transfer of Tenant’s interest herein may be consummated without Landlord’s prior approval and without a processing fee, provided that Tenant notifies Landlord within five (5) days of such Transfer of its interest herein and provided that the transferee or assignee provides to Landlord within five (5) days a certificate of insurance naming Landlord as an additional insured and certificate holder with respect to the transferee’s or assignee’s use of the Leased Premises as herein required (“Permitted Transfer”).
Related Party Transfer. A Property Owner’s transfer of all or any part of the Property to any entity “related” to the Property Owner (as defined by regulations of the Internal Revenue Service), A Property Owner’s entry into a joint venture for the development of the Project or a Property Owner’s pledging of part or all of the Project as security for financing shall also not be deemed to be an “assignment” subject to the above-referenced approval by the City unless specifically designated as such an assignment by the Property Owner. Property Owners shall give the City Notice of any event specified in this sub-section within ten (10) days after the event has occurred. Such Notice shall include providing the City with all necessary contact information for the newly responsible party.
Related Party Transfer. Developer’s transfer of all or any part of the Property to any entity “related” to Developer (as defined by regulations of the Internal Revenue Service), Developer’s entry into a joint venture for the development of the Project or Developer’s pledging of part or all of the Project as security for financing shall also not be deemed to be an “assignment” subject to the above-referenced conditions unless specifically designated as such an assignment by Developer. Developer shall give the City Notice of any event specified in this sub-section within ten (10) days after the event has occurred. Such Notice shall include providing the City with all necessary contact information for the newly responsible party.
