Related Party Transfers Sample Clauses
The Related Party Transfers clause governs the conditions under which a party to an agreement may transfer its rights or obligations to an entity that is affiliated or otherwise related to it, such as a parent, subsidiary, or commonly controlled company. Typically, this clause allows such transfers without requiring the consent of the other party, provided the transferee meets certain criteria, like being under common ownership or control. Its core function is to provide flexibility for internal corporate restructuring or reorganization, ensuring that business operations can continue smoothly without unnecessary administrative barriers.
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Related Party Transfers. Notwithstanding the provisions of Section 11.1, Tenant shall not be required to obtain Landlord’s consent to any of the following transfers to related entities so long as Tenant complies with the provisions of this paragraph: Transfers to Tenant’s parent entity(ies), any subsidiary of Tenant, or an affiliate commonly controlled by Tenant or Tenant’s parent (“Affiliates”). In order for the transfer to be effective, prior to any such transfer, Tenant must provide to Landlord a notice of the assignment containing the full legal name and notice address of the transferee and its relationship to Tenant, and within 10 days after the transfer is effective, Tenant must give notice of the effective date to Landlord along with a copy of the transfer document and, if the transfer is an assignment, an acknowledgement by any assignee of its assumption of the Tenant’s obligations under the Lease.
Related Party Transfers. Tenant may make a Related Party Transfer (as defined below) without the consent of Landlord provided that Tenant gives Landlord at least ten (10) days’ prior written notice thereof together with evidence reasonably satisfactory to Landlord that the proposed Transfer is a Related Party Transfer; provided, however, that if Tenant is prohibited from providing such advance notice by a Legal Requirement or pursuant to an enforceable confidentiality agreement, Tenant shall deliver the same to Landlord within five (5) days following the Transfer. A “Related Party Transfer” shall mean one or more of the following: (1) any assignment or Sublease to (A) a parent which owns (either directly or indirectly) substantially all of the voting stock of Tenant or otherwise exercises voting control over Tenant, or (B) a subsidiary of Tenant in which Tenant owns (directly or indirectly) substantially all of the voting stock or over which Tenant otherwise exercises voting control, or (C) any subsidiary of Tenant’s parent in which such parent owns (directly or indirectly) substantially all of the voting stock or over which such parent otherwise exercises voting control, or (D) any other Affiliate of Tenant, or (2) an assignment incident to the sale of all or substantially all of Tenant’s assets, or (3) a statutory merger or consolidation of Tenant with any other entity, provided that in any of the situations described in the preceding clauses (1)-(3), (a) the person or entity succeeding to Tenant’s interest immediately thereafter (the “Related Party Transferee”) has a net worth equal to or in excess of that of Tenant at the Date of Lease or immediately prior to the Related Party Transfer, whichever is greater, and (b) such Related Party Transferee agrees in writing, for the benefit of Landlord, to assume all of Tenant’s obligations under this Lease. Related Party Transfers shall not be subject to the provisions of (a) clause (i) of Section 12.02, (b) Section 12.04, (c) the first sentence of Section 12.05, or (d) Section 12.06.
Related Party Transfers. Notwithstanding any other provision of this Agreement to the contrary, the rights, interests, duties and obligations of Developer and Tenant under this Agreement may be transferred by Developer to a “Related Person or Entity” (as defined below). In the event of any transfer of the Site by Developer, Developer shall give written notice to the Agency of such Transfer. As used in this Agreement, a “Related Person or Entity” shall mean an entity which (1) owns and operates an auto dealership in which Developer, Garff Enterprises, Inc., Garff Automotive Group, LLC, or any of their respective owners (collectively) own greater than fifty percent (50%) ownership and management interest; and (2) possesses the financial and operational capability to fulfill all of the covenants, agreements, and conditions of this Agreement and can demonstrate, based on pro formas, projections, or other documentation, that the entity expects to generate an amount of Site Taxes similar to what Developer and Tenant expect to generate, regardless of whether the Related Person or Entity actually generates a similar amount. Developer and Tenant shall provide whatever reasonable documentation is requested by Agency to satisfy the requirements of this section.
Related Party Transfers. Notwithstanding the provisions of Section 21.1, Landlord's consent to a Transfer shall not be required (a) if the Transferee controls, is controlled by or is under common control with the Tenant originally named in this Lease or the Named Assignee, or (b) if the Transferee succeeds to the business of the Tenant originally named herein or the Named Assignee and is an entity into which Tenant or the Named Assignee has merged or with which Tenant or the Named Assignee has consolidated. In the event consent of the Landlord is not required as provided in this Section 21.7, the provisions of Section 21.3 and 21.4 shall not be applicable to such Transfer.
Related Party Transfers. Members shall be permitted to Transfer (a “Permitted Transfer”) all or any part of their Units during their lifetime, without the necessity of complying with the provisions of Section 8.4 hereof, if the transfer is made to a Related Person (as defined below) of such Member (a “Permitted Transferee”). “Related Person” means, with respect to each Member: (i) such Person’s spouse, (ii) such Person’s children (natural or adopted), (iii) such Person’s grandchildren, (v) a trust, partnership or limited liability company exclusively for the benefit of (or exclusively owned by) such Person or any combination of the Persons identified in the foregoing (i), (ii) or (iii) or (iv) any Affiliate of such person.
Related Party Transfers. Notwithstanding the provisions of Section 11.1, Tenant shall not be required to obtain Landlord’s consent to any of the following Transfers (as defined in Section 11.1) to related entities (each, a “Related Party Transfer”) so long as Tenant complies with the provisions of this paragraph: Transfers to Tenant’s parent entity(ies), any subsidiary of Tenant, or an affiliate commonly controlled by Tenant or Tenant’s parent (“Affiliates”). In order for a Related Party Transfer to be effective, prior to any such Transfer, Tenant must provide to Landlord a notice of the Transfer containing the full legal name and notice address of the Transferee and its relationship to Tenant, and within 10 days after the Transfer is effective, Tenant must give notice of the effective date to Landlord along with a copy of the Transfer document and, if the Transfer is an assignment, an acknowledgement by any assignee of its assumption of the Tenant’s obligations under the Lease. Tenant shall also provide any evidence reasonably requested by Landlord to prove the relationship between Tenant and the transferee.
Related Party Transfers. In the event a Stockholder transfers any Shares to (a) any immediate family member or any trust, custodial account or other affiliated entity, for the sole benefit of himself or members of his immediate family or (b) in accordance with applicable laws of descent and distribution, then in each case, the transferee of any such Stockholder shall be subject to the terms of this Agreement.
Related Party Transfers. Notwithstanding the provisions of Section 11.1, Tenant shall not be required to obtain Landlord’s consent to assign the Lease to (i) a company wholly owned by Tenant, or (ii) a company under common control with Tenant, or (iii) a company that acquires Tenant or into which Tenant is merged [***] (a) [***], (b) a description of the proposed use of the Premises by the Transferee, (c) a summary of the terms of the proposed Transfer, (d) past three years plus current financial statements, if not publicly available, and the most recent filed federal income tax return of the proposed Transferee, and (e) a summary of the proposed Transfer documents all prior to the effective date of the assignment unless such transaction has not been made public and in that case, within [***] after such public announcement. Notwithstanding any other provision of this Lease, a public offering, sale or transfer of equity in the Tenant entity, whether characterized as common or preferred stock or any other ownership interest conducted in accordance with Securities Act of 1933, as amended, shall not require Landlord’s consent pursuant to this Section. No such assignment shall release Tenant from its obligations hereunder except in the case of a merger or acquisition in which Tenant is not the surviving entity. Sections 11.1, 11.5, 11.6 and 11.7 shall not apply to transfers permitted under this paragraph where Landlord’s consent is not required.
Related Party Transfers. Notwithstanding anything to the contrary contained in the Third Amendment and/or in the Lease, Landlord and Tenant agree that the following paragraph shall also be added to the end of Section 12.03, as amended: Pursuant to Section 12.03, Landlord and Tenant agree that any permitted subtenant (including any such Related Party Transferee to the extent so permitted hereunder this paragraph) under a Permitted Subletting shall likewise be permitted to make and effectuate Related Party Transfers (as contemplated in Section 12.03) with respect to or in connection with its permitted sublease agreement to a Related Party Transferee (with respect to such permitted subtenancy), in connection with and/or arising out of such Permitted Subletting, provided such Related Party Transfers and Related Party Transferee (with respect to such permitted subtenancy) are likewise in compliance with the provisions of Section 12.03 as contemplated to be reasonably applicable with respect to such Permitted Subletting.