Restriction on Transfer to Tax-Exempt Entities Sample Clauses

Restriction on Transfer to Tax-Exempt Entities. During the term of this Assignment (the "Restricted Period"), no sale, transfer, or other conveyance of any of the Subject Property may be made to an entity that claims exemption, or is exempt, from real property taxes for all or part of the real property in the Redevelopment Area (a "Restricted Entity") without the prior written approval of the City. In the event that Company seeks to make any such transfer to a Restricted Entity during the Restricted Period, such transfer may only occur upon the prior written approval of the City, which approval shall not be unreasonably withheld, and upon the prior execution of a separate agreement between the purchasing Restricted Entity and the City. This requirement shall be a covenant running with the land and shall be enforceable, as applicable, during the Restricted Period as if the purchaser, transferee, or possessor of the real property were originally a party to and bound by this Agreement.
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Restriction on Transfer to Tax-Exempt Entities. The City understands that the MCC is a non-profit entity. During the Term of this Agreement, except as may be required by law, no sale, transfer, or other conveyance of any real property within the Project Area, as described in Exhibit “A” and Exhibit “B” may be made to another entity that claims exemption, or is exempt, from real property taxes for all or part of the real property in the Project Area (a "Restricted Entity") without the prior written approval of the City. In the event that MCC seeks to transfer any property in the Project area to a Restricted Entity during the Term of the Agreement, such transfer may only occur upon the prior written approval of the City and upon the prior execution of a separate agreement between the purchasing Restricted Entity and the City. This requirement shall be a covenant running with the land and shall be enforceable, as applicable, during the Term of the Agreement as if the purchaser, transferee, or possessor of the real property were originally a party to and bound by this Agreement. XXX agrees to execute a “Memorandum of Unrecorded Agreement” or similar document for filing with the official public records of the McLennan County Clerk memorializing this covenant to give notice to any subsequent purchaser, transferee, or possessor of the Property.
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Related to Restriction on Transfer to Tax-Exempt Entities

  • Restriction on Transfer, etc Unless it is expressly permitted in this Agreement, you will not sell, transfer, assign, mortgage, enter into a derivative transaction concerning, or otherwise deal in any way with your escrow securities or any related share certificates or other evidence of the escrow securities. If a Securityholder is a private company controlled by one or more principals (as defined in section 3.5 of the Policy) of the Issuer, the Securityholder may not participate in a transaction that results in a change of its control or a change in the economic exposure of the principals to the risks of holding escrow securities.

  • Restriction on Transfer This Warrant and the rights granted to the holder hereof are transferable, in whole or in part, upon surrender of this Warrant, together with a properly executed assignment in the form attached hereto, at the office or agency of the Company referred to in Paragraph 7(e) below, provided, however, that any transfer or assignment shall be subject to the conditions set forth in Paragraph 7(f) hereof and to the applicable provisions of the Securities Purchase Agreement. Until due presentment for registration of transfer on the books of the Company, the Company may treat the registered holder hereof as the owner and holder hereof for all purposes, and the Company shall not be affected by any notice to the contrary. Notwithstanding anything to the contrary contained herein, the registration rights described in Paragraph 8 are assignable only in accordance with the provisions of that certain Registration Rights Agreement, dated June 30, 2006, by and among the Company and the other signatories thereto (the “Registration Rights Agreement”).

  • Permitted Transfers Within Escrow 5.1 Transfer to Directors and Senior Officers

  • Cooperation on Tax Matters Acquiror, the Company and the Securityholders’ Representative shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Agreement and any action or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such action or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Acquiror, the Company and the Securityholders’ Representative agree to retain all books and records with respect to Tax matters pertinent to the Company and the Company Subsidiaries relating to any Pre-Closing Tax Period until the expiration of the applicable statute of limitations (and, to the extent notified by Acquiror, any extensions thereof), and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror and the Securityholders’ Representative further agree, upon request, to use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby).

  • Restrictions on Transfers (a) Except as provided in Section 4.8(e), notwithstanding the other provisions of this Article IV, no transfer of any Partnership Interests shall be made if such transfer would (i) violate the then applicable federal or state securities laws or rules and regulations of the Commission, any state securities commission or any other governmental authority with jurisdiction over such transfer, (ii) terminate the existence or qualification of the Partnership under the laws of the jurisdiction of its formation, or (iii) cause the Partnership to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes (to the extent not already so treated or taxed). The Partnership may issue stop transfer instructions to any Transfer Agent in order to implement any restriction on transfer contemplated by this Agreement.

  • Certain Restrictions (A) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation shall not:

  • Restrictions on Transfer (a) The Preferred Stock and the Registrable Securities shall not be sold, pledged, or otherwise transferred, and the Company shall not recognize and shall issue stop-transfer instructions to its transfer agent with respect to any such sale, pledge, or transfer, except upon the conditions specified in this Agreement, which conditions are intended to ensure compliance with the provisions of the Securities Act. A transferring Holder will cause any proposed purchaser, pledgee, or transferee of the Preferred Stock and the Registrable Securities held by such Holder to agree to take and hold such securities subject to the provisions and upon the conditions specified in this Agreement.

  • Restrictions on Payments An employee shall not be entitled to payment for inclement weather as provided for in this clause unless the employee remains on the job until the provisions set out in this clause have been observed.

  • Certification Regarding Prohibition of Certain Terrorist Organizations (Tex Gov. Code 2270) Vendor certifies that Vendor is not a company identified on the Texas Comptroller’s list of companies known to have contracts with, or provide supplies or services to, a foreign organization designated as a Foreign Terrorist Organization by the U.S. Secretary of State. Does Vendor certify? 3 Yes

  • COMPLIANCE WITH TAX LAW SECTION 5-a The following provisions apply to Contractors that have entered into agreements in an amount exceeding $100,000 for the purchase of goods and services:

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