Transactions with Affiliates and Other Permitted Transfers Sample Clauses

Transactions with Affiliates and Other Permitted Transfers. Notwithstanding anything to the contrary contained in this ARTICLE 13, Tenant may enter into an Assignment or a Sublease with an Affiliate or Preapproved Member without having to obtain Landlord’s prior consent or approval so long as such Affiliate or Preapproved Member (as applicable) satisfies, with respect to an Assignment, the criteria set forth in subparts (i) through (v) of Section 13.1(a), and with respect to a Sublease, the criteria set forth in subparts (i) through (iv) of Section 13.1(a); provided, however, that, unless prohibited or restricted by Applicable Law, Tenant shall give Landlord prior written notice of any such Transfer.
Sample 1
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Transactions with Affiliates and Other Permitted Transfers. Notwithstanding the provisions of sections 12.1 and 12.4, Tenant may enter into a Pre - Construction Assignment or a Post - Commencement Assignment with an Affiliate, so long as such Affiliate satisfies the criteria set forth in section 12.3, and a Transfer of this Lease at any time in connection with a merger, consolidation or other reorganization affecting Guarantor or a transfer of all or substantially all of the assets of Guarantor shall be permitted, in either case without Landlord's prior written consent; provided, however, that, unless prohibited or restricted by Applicable Law, Tenant shall give Landlord prior written notice of any such Transfer. Tenant may enter into a Sublease of Space without Landlord's prior consent but with notice to Landlord as provided in section 12,6 below provided (i) the Sublease of Space is to a joint venture, partnership, limited liability company or SAA2-402923 other enterprise in which Guarantor is a material participant and provided that the use of the subleased space is related to the business purpose of such entity or (ii) Sublease of Space is for all or a portion of any Improvement newly constructed by Tenant after the Effective Date so long as the subtenant satisfies the Minimum Sublease Criteria.
Sample 1

Related to Transactions with Affiliates and Other Permitted Transfers

  • Transactions with Affiliates Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, except for transactions that are in the ordinary course of Borrower’s business, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s length transaction with a non-affiliated Person.

  • PERMITTED TRANSACTIONS The Member is free to engage in any activity on its own or by the means of any entity. The Member’s fiduciary duty of loyalty, as it applies to outside business activities and opportunities, and the “corporate opportunity doctrine,” as such doctrine may be described under general corporation law, is hereby eliminated to the maximum extent allowed by the Act.

  • Conditions on Permitted Transfers In the event a Holder proposes to sell or transfer a Note, the Company may, but shall not be required to, impose reasonable conditions on such sale or transfer including, but not limited, to: (i) Notes may be transferred only in whole units, i.e., fractions of Notes may not be transferred; (ii) the transferee shall agree in writing to be bound by this Revenue Sharing Agreement; (iii) the transferor shall provide the Company with an opinion of counsel, satisfactory in form and substance to the Company’s counsel, stating that the transfer is exempt from registration under the Securities Act of 1933 and other applicable securities laws; and (iv) the transferor and transferee shall together pay in advance for any reasonable expenses the Company expects to incur in connection with the transfer, including attorneys’ fees.

  • Permitted Transfers The provisions of Section 8.1 shall not apply to (a) a transfer or an assignment of this Lease in connection with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this Lease.

  • Permitted License Transfers As Licensee’s business operations may be altered, expanded or diminished, licenses granted hereunder may be transferred or combined for use at an alternative or consolidated site not originally specified in the license, including transfers between Agencies (“permitted license transfers”). Licensee(s) do not have to obtain the approval of Contractor for permitted license transfers, but must give thirty (30) days prior written notice to Contractor of such move(s) and certify in writing that the Product is not in use at the prior site. There shall be no additional license or other transfer fees due Contractor, provided that: i) the maximum capacity of the consolidated machine is equal to the combined individual license capacity of all licenses running at the consolidated or transferred site (e.g., named users, seats, or MIPS); or ii) if the maximum capacity of the consolidated machine is greater than the individual license capacity being transferred, a logical or physical partition or other means of restricting access will be maintained within the computer system so as to restrict use and access to the Product to that unit of licensed capacity solely dedicated to beneficial use for Licensee. In the event that the maximum capacity of the consolidated machine is greater than the combined individual license capacity of all licenses running at the consolidated or transferred site, and a logical or physical partition or other means of restricting use is not available, the fees due Contractor shall not exceed the fees otherwise payable for a single license for the upgrade capacity.

  • Restrictions on Business Activities There is no agreement, commitment, judgment, injunction, order or decree binding upon the Company or to which the Company is a party which has or could reasonably be expected to have the effect of prohibiting or materially impairing any business practice material to the Company, any acquisition of property by the Company or the conduct of business by the Company as currently conducted or as proposed to be conducted.

  • Transfers Without Posting (a) Lateral transfers or voluntary demotions may be granted, without posting for:

  • Relationship with other agreements The implementation of this Treaty shall not prejudice obligations undertaken by States Parties with regard to existing international agreements, to which they are party, where those obligations are consistent with the Treaty.

  • Dispositions Make any Disposition or enter into any agreement to make any Disposition, except:

  • Related Provisions in Bidding Documents and Works Contracts 10. The Borrower shall ensure that all bidding documents and contracts for Works contain provisions that require contractors to:

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