Sale or Lease of Project Sample Clauses

Sale or Lease of Project. So long as any Subordinate Bonds are Outstanding, the Borrower will not lease the Project (except tenant leases in the normal course of business), in whole or in part, nor sell, mortgage or otherwise encumber its interests in the Project, in whole or part, except as provided in Sections 7.5 and 8.1 hereof, provided that in no event shall such lease, assignment or sale be permitted if (1) the effect thereof would be to impair the validity or the exclusion from gross income under Section 103 of the Code of the interest on the Subordinate Bonds, or (2) if any such transaction should release the Borrower of any of its obligations under this Loan Agreement (except as otherwise provided in Section 8.1 hereof). Before any such lease, sale or assignment, the Borrower shall deliver to the Trustee an opinion of Bond Counsel, addressed to the Trustee and in form and substance satisfactory to the Trustee, stating in effect that such lease, sale or assignment will not cause interest on the Subordinate Bonds to be included in gross income for purposes of federal income taxation. The Borrower shall give at least thirty (30) days’ notice to the Trustee and the Issuer of any such sale, assignment or lease, unless such thirty (30) day notice is waived by the Trustee and the Issuer.
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Sale or Lease of Project. The Borrower will not lease the Qualified Project (except pursuant to leases to residential tenants, leases of the commercial space and leases, licenses and easements to service providers (e.g. laundry, cable and similar services) in the normal course of business), in whole or in part, nor sell, mortgage, assign or otherwise encumber its interests in the Qualified Project, in whole or part, without the prior written consent of the LHC.
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Sale or Lease of Project. Project Manager shall have the right to terminate this Agreement should Company elect to sell, assign, convey, or lease all or, substantially all, of the Project.
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Sale or Lease of Project. Section 8.1 Conveyance of Project
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Sale or Lease of Project. Except for Permitted Transfers, Borrower shall not sell, lease or otherwise transfer any interest in the Project or the Personal Property (or any interest therein), other than (a) the lease of residential Units for a term of one-year or less, or (b) disposition of Personal Property to the extent permitted under Section 7.2 below, without the prior written consent of Lender, which consent may be withheld in Lender’s sole and absolute discretion. (a) Transfers requiring Lender’s prior written consent shall include, without limitation, the following: (i) involuntary transfers and transfers by operation of law; (ii) liens and assignments as security for obligations, whether voluntary or involuntary; and (iii) the issuance, sale, assignment, disposition, encumbering or other transfer of any direct or indirect ownership interest in Borrower, General Partner or Guarantor, whether voluntary or involuntary, by operation of law or otherwise, other than Permitted Transfers. (b) No sale, lease or other transfer shall relieve Borrower from primary liability for its obligations under the Loan Documents or relieve any Guarantor from any liability under any Guaranty, and Borrower shall deliver to Lender all documents reasonably required by Lender to evidence its continuing liability. (c) Notwithstanding anything to the contrary contained herein, the following transactions are hereby deemed to be expressly permitted hereunder and shall, for purposes of the Loan Documents, constitute the “Permitted Transfers”: (i) Issuance of limited partner interests in Borrower as contemplated in the Partnership Agreement; (ii) The transfer by the initial Investor approved by Lender of its ownership interests in Borrower to any other entity which is an Affiliate of the initial Investor or which is controlled directly by the initial Investor; provided that, notwithstanding any such transfer, the initial Investor shall remain primarily obligated to make all Capital Contributions to Borrower in accordance with and subject to the Partnership Agreement; (iii) The removal of any General Partner by the Investor approved by Xxxxxx, pursuant to the terms of the Partnership Agreement, and the concurrent replacement of the removed entity with an Affiliate of the Investor approved by Xxxxxx (or a designee of Investor approved by Xxxxxx); provided that the prior written consent of Lender shall have first been obtained (which consent may be conditioned upon the satisfaction of any conditions imposed by...
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Sale or Lease of Project. The Borrower shall not sell, lease or otherwise assign any interest in the Project or any portion thereof, except for residential leases signed in the ordinary course of business.
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Sale or Lease of Project. Subject to the advance written approval of the Bondholders and the Issuer, the Project or any significant part thereof may be sold or leased by the Company subject to the other requirements provided elsewhere in this section, and, upon any such sale, the Trustee may release the Company from its liabilities hereunder. Prior to any such sale or lease the Company shall provide to the Issuer and the Bondholders at its expense an opinion of nationally recognized bond counsel that the proposed sale will not affect the exclusion from gross income for federal income tax purposes of interest on the Bonds. The Bondholders and the Issuer may attach reasonable conditions to the granting of approval of the proposed sale including but not limited to evidence that the proposed purchaser is fiscally responsible. Prior to the execution of any lease associated with the Project (including any initial lease) the form of the lease must be approved by the Original Purchaser. The Original Purchaser will withhold approval of any lease if, in the Original Purchaser's opinion, the lease materially affects the Company's ability to pay the Bond or materially impairs the collateral under the Bond. All leases will (i) be assigned to the Trustee; (ii) be subordinate to the Bond; (iii) contain provisions which require the tenant to make payments under the lease directly to the Trustee upon notification that the Company is in default under any of the Financing Documents; and (iv) prohibit prepayment on the lease without the Trustee's consent.
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Sale or Lease of Project. Except as provided in (f) hereof and Section 2.3 of the Deed of Trust, and subject to the further provisions of this Section and Permitted Encumbrances, the Borrower will not lease the Project, in whole or in part, nor sell, mortgage, assign or otherwise encumber its interests in the Project, in whole or part, without the prior written consent of the Issuer and the Sole Bondowner. No lease, sale, assignment or encumbrance will be permitted if the effect thereof (i) would be to adversely affect the exclusion of the interest on the Bonds from gross income for federal income tax purposes or the Project’s eligibility for the Tax Credits, or (ii) would release the Borrower of any of its obligations under this Loan Agreement (except as otherwise provided in (f)). Before any lease (except a lease to residential or commercial tenants in the normal course of business), sale, assignment or encumbrance of the Project, the Borrower shall cause to be delivered to the Trustee an Opinion of Bond Counsel, addressed to the Trustee and in form and substance satisfactory to it, stating in effect that such lease, sale, assignment or encumbrance will not adversely affect the exclusion of interest on the Bonds from gross income for federal income tax purposes. The Borrower shall give at least 60 days’ notice to the Trustee and the Issuer of any such lease, sale, assignment or encumbrance, unless the Trustee and the Issuer waive the 60-day notice in writing. The Limited Partner, however, may transfer its limited partnership interest as provided in Section 7.04(e) without any prior notice or consent.
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Sale or Lease of Project 
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Related to Sale or Lease of Project

  • Lease of Property Landlord, for and in consideration of the covenants and agreements herein contained on the part of Tenant to be paid, kept, observed, and performed, hereby leases to Tenant, and Tenant hereby leases from Landlord for the Term (as hereinafter defined), the Property. Tenant’s use of the Property shall be in compliance with the terms of this Lease.

  • Sale or Lease of Assets Within any period of four consecutive fiscal quarters, the Borrower will not, nor will it permit any Subsidiary to, convey, sell, lease, transfer or otherwise dispose of assets, business or operations with a net book value in excess of 25% of Total Assets as calculated as of the end of the most recent such fiscal quarter.

  • Lease of Premises Landlord hereby demises and leases to Tenant for the Term of this Lease and upon the terms and conditions hereinafter set forth, and Tenant hereby accepts from Landlord, the Premises.

  • Merger, Sale, Conveyance or Lease In case of (a) any share exchange, merger or similar transaction of the Company with or into another person or entity (other than a share exchange, merger or similar transaction in which the Company is the acquiring or surviving corporation) or (b) the sale, exchange, lease, transfer or other disposition of all or substantially all of the properties and assets of the Company as an entirety (in any such case, a “Reorganization Event”), then, as a condition of such Reorganization Event, lawful provisions shall be made, and duly executed documents evidencing the same from the Company’s successor shall be delivered to the holders of the Warrants, so that such successor shall succeed to and be substituted for the Company, and assume all the Company’s obligations under, this Agreement and the Warrants. The Company shall thereupon be relieved of any further obligation hereunder or under the Warrants, and the Company as the predecessor corporation may thereupon or at any time thereafter be dissolved, wound up or liquidated. Such successor or assuming entity thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Warrants issuable hereunder which heretofore shall not have been signed by the Company, and may execute and deliver securities in its own name, in fulfillment of its obligations to deliver Warrant Debt Securities upon exercise of the Warrants. All the Warrants so issued shall in all respects have the same legal rank and benefit under this Agreement as the Warrants theretofore or thereafter issued in accordance with the terms of this Agreement as though all of such Warrants had been issued at the date of the execution hereof. In any case of any such Reorganization Event, such changes in phraseology and form (but not in substance) may be made in the Warrants thereafter to be issued as may be appropriate. The Warrant Agent may receive a written opinion of legal counsel as conclusive evidence that any such Reorganization Event complies with the provisions of this Section 3.4.

  • Release of Property Except as set forth in this Section 2.6, no repayment or prepayment of all or any portion of the Loan shall cause, give rise to a right to require, or otherwise result in, the release of the Lien of the Mortgage on the Property.

  • Demise of Premises Landlord hereby demises and lets to Tenant and Tenant hereby takes and leases from Landlord, for the term and upon the provisions hereinafter specified, the Leased Premises.

  • Sale of Premises by Landlord In the event of any sale of the Building, Landlord shall be and is hereby entirely freed and relieved of all liability under any and all of its covenants and obligations contained in or derived from this Lease arising out of any act, occurrence or omission occurring after the consummation of such sale; and the purchaser, at such sale or any subsequent sale of the Premises shall be deemed, without any further agreement between the parties or their successors in interest or between the parties and any such purchaser, to have assumed and agreed to carry out any and all of the covenants and obligations of the Landlord under this Lease.

  • Lease The Lease Agreement (Federal Express Corporation Trust No. N620FE) dated as of June 15, 1998, entered into by the Lessor and the Lessee concurrently with the execution and delivery of the Indenture, including, without limitation, supplementation by one or more Lease Supplements entered into pursuant to the applicable provisions of the Lease.

  • Assignment and Subletting by Tenant Tenant may not assign its interest in this Lease or sublet the whole or any part of the Premises without the prior consent of Landlord, which consent will not be unreasonably withheld, delayed or conditioned. Tenant shall remain primarily liable and responsible under this Lease in the event of any such assignment or sublease and shall not be released from its obligations hereunder nor shall the guaranty of the Lease by Air Industries Group be terminated or released. Any assignment of this Lease or subletting of the Premises without notification to and consent by Landlord shall not be effective as to Landlord and Landlord shall not be bound thereby. Tenant agrees that it shall not be unreasonable for Landlord to withhold its consent to a proposed sublease or assignment if: (a) The proposed assignee (“Proposed Assignee”) refuses to provide Landlord with financial statements covering a period of at least 12 months ending no earlier than six months and no later than three months prior to the effective date of the proposed assignment; (b) The Proposed Assignee shall not agree in writing to assume all of the obligations of Tenant under this Lease from and after the date of assignment; (c) Tenant or Proposed Assignee shall fail to pay to Landlord a processing fee of One Thousand Five Hundred ($1,500.00) Dollars (increased by 2% each year commencing 1/1/17) in connection with the proposed sublet or assignment of this lease; (d) Tenant shall fail to furnish Landlord with a true and correct copy of the sublease or assignment and assumption not less than thirty (30) days prior to execution for Landlord’s review and approval and a fully executed counterpart of the sublease or assignment and assumption of this Lease, as applicable, within ten (10) days after the date of the execution of same; (e) The Proposed Assignee is not solvent or is generally held in disrepute; (f) Without consent of Landlord, Tenant may assign this Lease to a corporation or other entity which is a direct or indirect subsidiary of Guarantor. (g) Without consent of Landlord Tenant may assign this Lease or the holders of the equity interests of Tenant may sell or assign such interests to a third party which acquires all or substantially all of the business then being conducted by Tenant at the Premises. (h) Without consent of Landlord, Tenant may sell or transfer a minority of its equity interests or otherwise assign or sublease to an affiliate or subsidiary of Tenant or its parent company; up to forty-nine percent (49%) of the Premises, or transfer equity interests in connection with going public. (i) Under no circumstances shall Tenant or Guarantor be released from any liability under this Lease or Guaranty.

  • New Lease In the event that this Lease is rejected in any bankruptcy, insolvency or dissolution proceeding or is terminated by Landlord following a Tenant Event of Default other than due to a default that is subject to cure by a Permitted Leasehold Mortgagee under Section 17.1(d) and Section 17.1(e) above, Landlord shall provide each Permitted Leasehold Mortgagee with written notice that this Lease has been rejected or terminated (“Notice of Termination”), and, for the avoidance of doubt, upon delivery of such Notice of Termination, no Permitted Leasehold Mortgagee shall have the rights as described in Section 17.1(d) and Section 17.1(e) above, but rather such Permitted Leasehold Mortgagee instead shall have the rights described in this Section 17.1(f)). Following any such rejection or termination, Landlord agrees to enter into a new lease (“New Lease”) of the Leased Property with such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee for the remainder of the term of this Lease, effective as of the date of termination, at the rent and additional rent, and upon the terms, covenants and conditions (including all then-remaining options to renew but excluding requirements which have already been fulfilled) of this Lease, provided: (i) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall comply with the applicable terms of Section 22.2; (ii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall make a binding, written, irrevocable commitment to Landlord for such New Lease within thirty (30) days after the date such Permitted Leasehold Mortgagee receives Landlord’s Notice of Termination of this Lease given pursuant to this Section 17.1(f); (iii) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall pay or cause to be paid to Landlord at the time of the execution and delivery of such New Lease, any and all sums which would at the time of execution and delivery thereof be due pursuant to this Lease but for such rejection or termination (including, for avoidance of doubt, any amounts that become due prior to and remained unpaid as of the date of the Notice of Termination) and, in addition thereto, all reasonable expenses, including reasonable documented attorney’s fees, which Landlord shall have incurred by reason of such rejection or such termination and the execution and delivery of the New Lease and which have not otherwise been received by Landlord from Tenant or other party in interest under Tenant; and (iv) such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee shall agree to remedy any of Tenant’s defaults of which said Permitted Leasehold Mortgagee was notified by Landlord’s Notice of Termination (or in any other written notice of Landlord) and which can be cured through the payment of money or, if such defaults cannot be cured through the payment of money, are reasonably susceptible of being cured by Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee.

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