Requirement for Property Transfer or Optional Property Transfer and Interest Transfer Sample Clauses

Requirement for Property Transfer or Optional Property Transfer and Interest Transfer. Either (i) the Property Transfer or (ii) both the Optional Property Transfer and the Interest Transfer, shall be completed within two hundred seventy (270) days after the Advance Date, and the EAT Pledge shall be terminated upon the Property Transfer or the Interest Transfer, as applicable, but in no event later than two hundred seventy (270) days after the Advance Date. If Exchange Borrower proceeds with the option set forth in clause (ii) of the immediately preceding sentence, the Optional Property Transfer may be made at any time after the Advance Date and prior to the Interest Transfer. Without limiting the generality of the foregoing or any other provision of this Agreement, concurrently with the closing of the Property Transfer or the Interest Transfer (following the Optional Property Transfer), as applicable, Borrower shall cause to be recorded with the Official Records of San Diego County, California instruments of termination which shall: (a) cause the termination of the “Memorandum of Lease” and the “Memorandum of Call and Put Option Agreement” that were recorded in connection with the “reverse” exchange in which Borrower acquired the Property, and (b) be in form and substance reasonably satisfactory to Lender. Borrower shall deliver evidence of the satisfaction of the foregoing to Lender and, if requested by Lender, shall deliver a current title report for the Property confirming such removal. If neither the Property Transfer nor both the Optional Property Transfer and the Interest Transfer are completed within two hundred seventy (270) days after the Advance Date, or if the EAT Pledge is not terminated by the deadline specified above, such failure shall constitute an Event of Default hereunder, without a cure period. Borrower shall pay all costs and expenses incurred by Lender in connection with the Property Transfer, the Optional Property Transfer and/or the Interest Transfer, as applicable, including title insurance premiums, documentation costs and reasonable attorneys’ fees.
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Related to Requirement for Property Transfer or Optional Property Transfer and Interest Transfer

  • Additional Transfer Restrictions (a) No transfer of the Residual Certificates shall be made unless the Master Servicer has consented in writing to such transfer. No Residual Certificate may be transferred to a Disqualified Organization. The Master Servicer will not consent to any proposed transfer (i) to any investor that it knows is a Disqualified Organization or (ii) if the transfer involves less than an entire interest in a Residual Certificate unless (A) the interest transferred is an undivided interest or (B) the transferor or the transferee provides the Master Servicer with an Opinion of Counsel obtained at its own expense to the effect that the transfer will not jeopardize the REMIC status of any related REMIC. The Master Servicer's consent to any transfer is further conditioned the Master Servicer's receipt from the proposed transferee of (x) a Residual Transferee Agreement, (y) a Benefit Plan Affidavit, and (z) either (A) if the transferee is a Non-U.S. Person, an affidavit of the proposed transferee in substantially the form attached as Exhibit 7-A to Exhibit 7 to the Standard Terms and a certificate of the transferor stating whether the Class R Certificate has "tax avoidance potential" as defined in Treasury Regulations Section 1.860G-3(a)(2), or (B) if the transferee is a U.S. Person, an affidavit in substantially the form attached as Exhibit 7-B to Exhibit 7 to the Standard Terms. In addition, if a proposed transfer involves a Private Certificate, (1) the Master Servicer or the Trustee shall require that the transferor and transferee certify as to the factual basis for the registration or qualification exemption(s) relied upon to exempt the transfer from registration under the Act and all applicable state securities or "blue sky" laws, and (2) if the transfer is to be made within three years after the acquisition thereof by a non-Affiliate of the Depositor from the Depositor or an Affiliate of the Depositor, the Master Servicer or the Trustee also may require an Opinion of Counsel that such transfer may be made without registration or qualification under the Act and applicable state securities laws, which Opinion of Counsel shall not be obtained at the expense of the Depositor, the Trustee or the Master Servicer. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the initial transfer of the Residual Certificates or their transfer by a broker or dealer, if such broker or dealer was the initial transferee. Notwithstanding the fulfillment of the prerequisites described above, the Master Servicer may withhold its consent to, or the Trustee may refuse to recognize, a transfer of a Residual Certificate, but only to the extent necessary to avoid a risk of disqualification of a related REMIC as a REMIC or the imposition of a tax upon any such REMIC. Any attempted transfer in violation of the foregoing restrictions shall be null and void and shall not be recognized by the Trustee.

  • Transfer of Optioned Interests For each exercise of the Equity Interest Purchase Option:

  • CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE SECTION 8.1. Company May Consolidate, Etc.,

  • Sale and Transfer of Shares (a) Subject to the terms and conditions of this Agreement, at the Closing, Sellers will sell and transfer the Shares to Buyer, and Buyer will purchase the Shares from Sellers free and clear of all Encumbrances.

  • Transfer Restricted Securities The securities entitled to the benefits of this Agreement are the Transfer Restricted Securities.

  • Certificate Transfer Restrictions The Certificates may not be acquired by or for the account of (i) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of the Code or (iii) any entity whose underlying assets include plan assets by reason of a plan's investment in the entity (each, a "Benefit Plan"). By accepting and holding a Certificate, the Holder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan.

  • Transfer Restrictions on Residual Certificates (a) Residual Certificates, or interests therein, may not be transferred without the prior express written consent of the Tax Matters Person and the Seller. As a prerequisite to such consent, the proposed transferee must provide the Tax Matters Person, the Seller and the Trustee with an affidavit that the proposed transferee is a Permitted Transferee (and, unless the Tax Matters Person and the Seller consent to the transfer to a person who is not a U.S. Person, an affidavit that it is a U.S. Person) as provided in Subsection 5.05(b).

  • Sale and Transfer of Shares Closing Subject to the terms and conditions of this Agreement, at the Closing, the following will occur:

  • Transfer of Restricted Securities (a) Restricted Securities are transferable only pursuant to (i) Public Offerings, (ii) Rule 144 of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule or rules are available and (iii) subject to the conditions specified in clause (b) below, any other legally available means of transfer.

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