SALE, ENCUMBRANCE AND USE Sample Clauses

SALE, ENCUMBRANCE AND USE. The Borrower shall not, without the Lender's prior written consent which may be withheld in the Lender's sole discretion for any reason whatsoever, (1) initiate or allow any transfer, lease, mortgage or other disposition of, or contract to dispose of, legal or equitable title to all or any part of the Property; (2) if applicable, change any of the ownership of, commence an action to dissolve or otherwise effect the dissolution of a corporate or partnership Borrower or guarantor; (3) if applicable, cause the termination of or change the ownership, the articles of organization, the operating agreement, or the manager of a limited liability company Borrower or guarantor; (4) create or allow any liens or encumbrances against such title; (5) initiate or allow any change in the nature of the use and occupancy of the Property, including any such change which materially increases the possibility of a Spill; or (6) record any Declaration of Common Interest Community.
Sample 1Sample 2
AutoNDA by SimpleDocs
SALE, ENCUMBRANCE AND USE. A. The Borrower shall not, without the Lender’s prior written consent, which may be withheld in the Lender’s sole discretion for any reason whatsoever, (1) initiate or allow any transfer or other disposition of, legal or equitable title to all or any part of the Property other than in compliance with the provisions of Section 4.09 below; (2) if applicable, commence an action to dissolve or otherwise effect the dissolution of an entity Borrower or guarantor; (3) if applicable, cause the termination of or change the ownership, the articles of organization, the operating agreement, or the manager of the Borrower or any guarantor; (4) voluntarily create any liens or encumbrances against the Borrower’s title to the Property; (5) initiate or, allow any change in the nature of the use and occupancy of the Property from that permitted by the terms of any Lease, including any such change which materially increases the likelihood of a Spill; or (6) record any declaration of condominium or other form of common interest ownership affecting any part of the Property or otherwise subject the Property to the provisions of N.J.S.A. 46:8(b)-1 et seq. Notwithstanding the foregoing, however, any of the following may occur without the consent of the Lender: (i) transfers of limited partnership interests in any Restricted Party (as hereinafter defined), (ii) transfers of shares in Xxxx Credit Property Trust II, Inc., Xxxx Credit Property Trust III, Inc. or any other entity whose ownership interests are bought, sold and redeemed through U.S. broker-dealers, (iii) any involuntary transfer caused by the death of any Restricted Party or any general partner, shareholder, joint venturer, manager, member or beneficial owner of a trust so long as the Borrower is reconstituted, if required, following such death and so long as those persons responsible for the management of the Property and the Borrower remain unchanged as a result of such death or any replacement management is approved by the Lender, (iv) gifts for estate planning purposes of any individual’s interests in any Restricted Party to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse or lineal descendant so long as the Borrower is reconstituted, if required, following such gift and so long as those persons responsible for the management of the Property and the Borrower remain unchanged following such gift or any replacement management is approve...
Sample 1
SALE, ENCUMBRANCE AND USE. Borrower shall not, without Lender's prior written consent, which may be withheld in Lender's sole discretion for any reason whatsoever, initiate or allow any Transfer (as defined in subsection C. below) of title to all or any part of the Property; voluntarily create or grant any liens, mortgages or encumbrances against such title; initiate or allow any change in the nature of the use and occupancy of the Property, including any such change which materially increases the possibility of a Spill; or record any Declaration of Common Interest Community. Borrower shall keep and maintain the Property free from the claim of all persons supplying labor or materials in connection with the construction or repair of any Improvements constituting a part of the Property. Borrower shall furnish, at Lender's request, all waivers and releases of liens or claims upon or with respect to the Property or any Service Equipment.
Sample 1
SALE, ENCUMBRANCE AND USE. (a) The Borrower shall not, without the Lender’s prior written consent which may be withheld in the Lender’s sole discretion for any reason whatsoever, (i) initiate or allow any transfer, lease (except for leases permitted pursuant to Section 11 below), mortgage or other disposition of, or contract to dispose of, legal or equitable title to all or any part of the Mortgaged Property; (ii) change the ownership of, commence an action to dissolve or otherwise effect the dissolution of the Borrower in violation of the terms and conditions of the Loan Agreement; (iii) cause the
Sample 1
SALE, ENCUMBRANCE AND USE. (a) Except as otherwise specifically provided in the Loan Agreement, the Borrower shall not, without the Lender’s prior written consent which may be withheld in the Lender’s sole discretion for any reason whatsoever, (i) initiate or allow any transfer, lease, mortgage or other disposition of, or contract to dispose of, legal or equitable title to all or any part of the Mortgaged Property; (ii) if applicable, change the ownership of, commence an action to dissolve or otherwise effect the dissolution of a corporate or partnership Borrower or guarantor; (iii) if applicable, cause the termination of or change the ownership, the articles of organization, the operating agreement, or the manager of a limited liability company or limited liability partnership Borrower or guarantor; (iv) voluntarily create any liens or encumbrances against such title; (v) initiate or allow any change in the nature of the use and occupancy of the Mortgaged Property, including any such change which materially increases the possibility of a Spill; or (vi) record any Declaration of Common Interest Community. (b) The Borrower will keep the Mortgaged Property free from the claim of all persons supplying labor or materials in connection with the construction or repair of any Improvements constituting a part of the Mortgaged Property. (c) The Borrower shall promptly notify the Lender if any lien, attachment or encumbrance is recorded against the Mortgaged Property without the Borrower’s consent and will cause the lien to be cancelled and discharged of record within sixty (60) days after its recording.
Sample 1

Related to SALE, ENCUMBRANCE AND USE

  • No Sale/Encumbrance (a) Except as otherwise expressly provided in this Agreement, without the prior written consent of Lender, Borrower shall not cause or permit (i) a Sale or Pledge of the Property or any part thereof, (ii) a Sale or Pledge of an interest in any Restricted Party or (iii) any change in Control of Borrower, Sponsor, Guarantor, any Affiliated Manager, or any change in the direct or indirect control of the day-to-day operations of the Property (collectively, a “Prohibited Transfer”), other than pursuant to Leases of space in the Improvements to Tenants in accordance with the provisions of Section 4.14. (b) A Prohibited Transfer shall include, but not be limited to, (i) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower leasing all or a substantial part of the Property for other than actual occupancy by a Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to (A) any Leases or any Rents or (B) the Property Documents; (iii) any action instituted by (or at the behest of) Borrower or its affiliates or consented to or acquiesced in by Borrower or its affiliates which results in a Property Document Event; (iv) if a Restricted Party is a corporation, any merger, consolidation or Sale or Pledge of such corporation’s stock or the creation or issuance of new stock in one or a series of transactions; (v) if a Restricted Party is a limited or general partnership or joint venture, any merger or consolidation or the change, removal, resignation or addition of a general partner or the Sale or Pledge of the partnership interest of any general or limited partner or any profits or proceeds relating to such partnership interests or the creation or issuance of new limited partnership interests; (vi) if a Restricted Party is a limited liability company, any merger or consolidation or the change, removal, resignation or addition of a managing member or non-member manager (or if no managing member, any member) or the Sale or Pledge of the membership interest of any member or any profits or proceeds relating to such membership interest; (vii) if a Restricted Party is a trust or nominee trust, any merger, consolidation or the Sale or Pledge of the legal or beneficial interest in a Restricted Party or the creation or issuance of new legal or beneficial interests; or (viii) the removal or the resignation of Manager (including, without limitation, an Affiliated Manager) other than in accordance with Section 4.15.

  • Title; Encumbrances Is the Property sold subject to any Encumbrances? No Yes, listed below: ■ WARNING TO SELLER: You are required to disclose all Title Encumbrances which will remain after settlement (for example, easements on your title and statutory easements for sewerage and drainage which may not appear on a title search). Failure to disclose these may entitle the Buyer to terminate the contract or to compensation. It is NOT sufficient to state "refer to title", "search will reveal", or similar. TENANTS NAME: ■ If the property is sold with vacant possession from settlement, insert 'Nil'. Otherwise complete details from Residential Tenancy Agreement. TERM AND OPTIONS: STARTING DATE OF TERM: ENDING DATE OF TERM: RENT: BOND: $ $ PROPERTY MANAGER: ADDRESS: SUBURB: STATE: POSTCODE: PHONE: FAX: MOBILE: EMAIL:

  • Due on Sale Encumbrance Borrower expressly agrees that upon a violation of Article 8 of this Security Instrument by Borrower and acceleration of the principal balance of the Note because of such violation, Borrower will pay all sums required to be paid in connection with a prepayment, if any, as described in the Note, herein imposed on prepayment after an Event of Default and acceleration of the principal balance. Borrower expressly acknowledges that Borrower has received adequate consideration for the foregoing agreement. AAT OREGON OFFICE I, LLC, a Delaware limited liability company By: First American Exchange Company, LLC, a Delaware limited liability company, its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Senior Vice President

  • Permitted Encumbrances The term “Permitted Encumbrances” shall mean:

  • Title to Properties; Absence of Liens and Encumbrances (a) The Company and each of its Subsidiaries have good and valid title to all of their respective properties, interests in properties and assets, real and personal, reflected on the Financial Statements, or, in the case of leased properties and assets, valid leasehold interests in such properties and assets, in each case free and clear of all Liens except for: (i) Liens reflected on the Financial Statements, (ii) Liens consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto which do not materially detract from the value of, or materially impair the use of, such property as it is presently used, (iii) Liens for current Taxes, assessments or governmental charges or levies on property not yet due or which are being contested in good faith and for which appropriate reserves in accordance with GAAP have been created and (iv) mechanic's, materialmen's and similar Liens arising in the ordinary course of business or by operation of law (collectively, "Permitted Liens"). (b) Section 3.16(b) of the Disclosure Letter sets forth a true, complete and correct list of all real property leased by the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries owns any real property. Each of the Company and its Subsidiaries is in compliance in all material respects with the terms of all leases for real property to which it is a party. Neither the Company nor any of its Subsidiaries is a party to any lease, assignment or similar arrangement under which the Company or any Subsidiary is a lessor, assignor or otherwise makes available for use by any third party any portion of the owned or leased real property. (c) The facilities, property and equipment owned, leased or otherwise used by the Company or any of its Subsidiaries that are material to the functioning of the businesses of the Company and its Subsidiaries are in a good state of maintenance and repair, free from material defects and in good operating condition (subject to normal wear and tear) and suitable for the purposes for which they are presently used. (d) All tangible assets which are leased by the Company or any of its Subsidiaries that are material to the functioning of the businesses of the Company and its Subsidiaries have been maintained with the manufacturers' standards and specifications required by each such lease such that, at each such termination of the lease, such assets can be returned to their owner without any further material obligation on the part of the Company or any of its Subsidiaries with respect thereto.

  • Transfer or Encumbrance Pledgor will not (i) sell, assign (by operation of law or otherwise) or transfer Pledgor's rights in any of the Collateral, (ii) xxxxx x xxxx or security interest in or execute, file or record any financing statement or other security instrument with respect to the Collateral to any party other than Secured Party, or (iii) deliver actual or constructive possession of any certificate, instrument or document evidencing and/or representing any of the Collateral to any party other than Secured Party.

  • Title to Properties; Liens and Encumbrances The Company has good and marketable title to all of its material properties and assets, both real and personal, and has good title to all its leasehold interests, in each case subject only to mortgages, pledges, liens, security interests, conditional sale agreements, encumbrances or charges created in the ordinary course of business.

  • Release of Encumbrances The Company shall have filed (where necessary) ----------------------- and delivered to Buyer all documents necessary to release the Assets from all Encumbrances which documents shall be in a form reasonably satisfactory to Buyer's counsel.

  • Taxes; Encumbrances At its option, the Collateral Agent may discharge past due taxes, assessments, charges, fees, Liens, security interests or other encumbrances at any time levied or placed on the Collateral and not permitted pursuant to Section 6.02 of the Credit Agreement, and may pay for the maintenance and preservation of the Collateral to the extent any Grantor fails to do so as required by the Credit Agreement or this Agreement, and each Grantor jointly and severally agrees to reimburse the Collateral Agent on demand for any payment made or any expense incurred by the Collateral Agent pursuant to the foregoing authorization; provided, however, that nothing in this Section 4.06 shall be interpreted as excusing any Grantor from the performance of, or imposing any obligation on the Collateral Agent or any Secured Party to cure or perform, any covenants or other promises of any Grantor with respect to taxes, assessments, charges, fees, liens, security interests or other encumbrances and maintenance as set forth herein or in the other Loan Documents.

  • Liens and Encumbrances The Company shall not directly or indirectly make, create, incur, assume or permit to exist any assignment, transfer, pledge, mortgage, security interest or other lien or encumbrance of any nature in, to or against any part of the Pledged Property or of the Company's capital stock, or offer or agree to do so, or own or acquire or agree to acquire any asset or property of any character subject to any of the foregoing encumbrances (including any conditional sale contract or other title retention agreement), or assign, pledge or in any way transfer or encumber its right to receive any income or other distribution or proceeds from any part of the Pledged Property or the Company's capital stock; or enter into any sale-leaseback financing respecting any part of the Pledged Property as lessee, or cause or assist the inception or continuation of any of the foregoing.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!