Common use of Transfer of Interest in Landlord Clause in Contracts

Transfer of Interest in Landlord. For purposes of this Article 15, any sale, assignment, transfer or other disposition, for value or otherwise, voluntary or involuntary, by merger, operation of law or otherwise, in a single transaction or a series of transactions, of any interest in Landlord or any Person having an interest in Landlord, directly or indirectly, shall be and constitute a Transfer of the Leased Property; provided, however, that if the proposed transferee is not, in Tenant's reasonable judgment, (i) known in the community as being of bad moral character or in which any Person who has been convicted of a felony in any state or federal court holds a Controlling Interest, or (ii) itself a Competitor, and none of its Affiliated Persons is a Competitor, then, so long as the interest to be transferred to such transferee is less than a Controlling Interest, and so long as immediately following such transfer CHP, directly or indirectly, continues to own and hold a Controlling Interest in Landlord, the other restrictions set forth in Section 15.1 shall not apply to such transfer; and provided further, however, that the provisions of Section 15.1 shall not apply to any transfer of interests in CHP, directly or indirectly, or in any Entity that has an interest in CHP, directly or indirectly, so long as CHP is a publicly traded company (whether or not such interests are traded on a public stock exchange), if and so long as such transfer does not result, directly or indirectly, in a Competitor owning a Controlling Interest in CHP, nor shall the provisions of Section 15.1 apply to any transfer of interests in Landlord, directly or indirectly (or in any Entity that has an interest in Landlord, directly or indirectly), to any Person which is not an Affiliated Person of Landlord or CHP, if and so long as such transfer does not result in or entail, directly or indirectly, either concurrent with the transfer or subsequent thereto, CHP or a wholly-owned Subsidiary of CHP no longer continuing to possess the sole power, as the sole general partner of Landlord, to direct or cause the direction of the management and policies of Landlord, whether such cessation of power occurs by contract, by conversion of the general partner interest of CHP or its wholly-owned Subsidiary in Landlord to a limited partner interest, by conversion of Landlord to a corporation or other Entity, or otherwise. Landlord shall deliver to Tenant at least sixty (60) days prior Notice of any transfer of interests herein contemplated, other than transfers of limited partner interests in Landlord (specifically excluding any general partner interests in Landlord), and other than transfers of interests in any publicly traded company (whether or not such interests are traded on a public stock exchange). Notwithstanding anything to the contrary herein contained, a voluntary sale, assignment, transfer or other disposition, for value, by merger, operation of law or otherwise, in a single transaction or a related series of transactions, of all or substantially all of the interests in Landlord or CHP, or all or substantially all of the assets of Landlord or CHP (in either event, a "Sale of the Entity"), shall not be deemed a Transfer of the Leased Property; it being understood and agreed, however, that nothing herein shall prejudice or preclude the Guarantor from exercising any of its rights or remedies under Section 4 of the Owner Agreement, as a result of, or with respect to, any such Sale of the Entity. For purposes hereof, "substantially all of the interests in Landlord" shall mean all of the general partner interests and not less than ninety percent (90%) of the limited partner interests in Landlord; "substantially all of the interests in CHP" shall mean not less than ninety percent (90%) of the outstanding capital stock of CHP; and "substantially all of the assets of Landlord or CHP" shall mean not less than ninety percent (90%) of the respective total assets owned by Landlord or CHP, respectively.

Transfer of Interest in Landlord. For purposes of this Article 15, any sale, assignment, transfer or other disposition, for value or otherwise, voluntary or involuntary, by merger, operation of law or otherwise, in a single transaction or a series of transactions, of any interest in Landlord or any Person having an interest in Landlord, directly or indirectly, shall be and constitute a Transfer of the Leased Property; provided, however, that if the proposed transferee is not, in Tenant's reasonable judgment, (ia) known in the community as being of bad moral character or in which any Person who has been convicted of a felony in any state or federal court holds a Controlling Interest, or (iib) itself a Competitor, and none of its Affiliated Persons is a Competitor, then, so long as the interest to be transferred to such transferee is less than a Controlling Interest, and so long as immediately following such transfer CHP, directly or indirectly, continues to own and hold a Controlling Interest in Landlord, the other restrictions set forth in Section 15.1 shall not apply to such transfer; and provided further, however, that the provisions of Section 15.1 shall not apply to any transfer of interests in CHP, directly or indirectly, or in any Entity that has an interest in CHP, directly or indirectly, so long as CHP is a publicly traded company (whether or not such interests are traded on a public stock exchange), if and so long as such transfer does not result, directly or indirectly, in a Competitor owning a Controlling Interest in CHP, nor shall the provisions of Section 15.1 apply to any transfer of interests in Landlord, directly or indirectly (or in any Entity that has an interest in Landlord, directly or indirectly), to any Person which is not an Affiliated Person of Landlord or CHP, if and so long as such transfer does not result in or entail, directly or indirectly, either concurrent with the transfer or subsequent thereto, CHP or a wholly-owned Subsidiary of CHP no longer continuing to possess the sole power, as the sole general partner of Landlord, to direct or cause the direction of the management and policies of Landlord, whether such cessation of power occurs by contract, by conversion of the general partner interest of CHP or its wholly-owned Subsidiary in Landlord to a limited partner interest, by conversion of Landlord to a corporation or other Entity, or otherwise. Landlord shall deliver to Tenant at least sixty (60) days prior Notice of any transfer of interests herein contemplated, other than transfers of limited partner interests in Landlord (specifically excluding any general partner interests in Landlord), and other than transfers of interests in any publicly traded company (whether or not such interests are traded on a public stock exchange). Notwithstanding anything to the contrary herein contained, a voluntary sale, assignment, transfer or other disposition, for value, by merger, operation of law or otherwise, in a single transaction or a related series of transactions, of all or substantially all of the interests in Landlord CHLP or CHP, or all or substantially all of the assets of Landlord CHLP or CHP (in either event, a "Sale of the Entity"), shall not be deemed a Transfer of the Leased Property; it being understood and agreed, however, that nothing herein shall prejudice or preclude the Guarantor from exercising any of its rights or remedies under Section 4 of the Owner Agreement, as a result of, or with respect to, any such Sale of the Entity. For purposes hereof, "substantially all of the interests in LandlordCHLP" shall mean all of the general partner interests and not less than ninety percent (90%) of the limited partner interests in Landlord; "substantially all of the interests in CHP" shall mean not less than ninety percent (90%) of the outstanding capital stock of CHP; and "substantially all of the assets of Landlord CHLP or CHP" shall mean not less than ninety percent (90%) of the respective total assets owned by Landlord CHLP or CHP, respectively.

Transfer of Interest in Landlord. For purposes of this Article 15, any sale, assignment, transfer or other disposition, for value or otherwise, voluntary or involuntary, by merger, operation of law or otherwise, in a single transaction or a series of transactions, of any interest in Landlord or any Person having an interest in Landlord, directly or indirectly, shall be and constitute a Transfer of the Leased Property; provided, however, that if the proposed transferee is not, in Tenant's reasonable judgment, (i) known in the community as being of bad moral character or in which any Person who has been convicted of a felony in any state or federal court holds a Controlling Interest, or (ii) itself a Competitor, and none of its Affiliated Persons is a Competitor, then, so long as the interest to be transferred to such transferee is less than a Controlling Interest, and so long as immediately following such transfer CHP, directly or indirectly, continues to own and hold a Controlling Interest in Landlord, the other restrictions set forth in Section 15.1 shall not apply to such transfer; and provided further, however, that the provisions of Section 15.1 shall not apply to any transfer of interests in CHP, directly or indirectly, or in any Entity that has an interest in CHP, directly or indirectly, so long as CHP is a publicly traded company (whether or not such interests are traded on a public stock exchange), if and so long as such transfer does not result, directly or indirectly, in a Competitor owning a Controlling Interest in CHP, nor shall the provisions of Section 15.1 apply to any transfer of interests in LandlordCHLP, directly or indirectly (or in any Entity that has an interest in LandlordCHLP, directly or indirectly), to any Person which is not an Affiliated Person of Landlord CHLP or CHP, if and so long as such transfer does not result in or entail, directly or indirectly, either concurrent with the transfer or subsequent thereto, CHP or a wholly-owned Subsidiary of CHP no longer continuing to possess the sole power, as the sole general partner of LandlordCHLP, to direct or cause the direction of the management and policies of LandlordCHLP, whether such cessation of power occurs by contract, by conversion of the general partner interest of CHP or its wholly-owned Subsidiary in Landlord CHP to a limited partner interest, by conversion of Landlord CHLP to a corporation or other Entity, or otherwise. Landlord shall deliver to Tenant at least sixty (60) days prior Notice of any transfer of interests herein contemplated, other than transfers of limited partner interests in Landlord CHLP (specifically excluding any general partner interests in LandlordCHLP), and other than transfers of interests in any publicly traded company (whether or not such interests are traded on a public stock exchange). Notwithstanding anything to the contrary herein contained, a voluntary sale, assignment, transfer or other disposition, for value, by merger, operation of law or otherwise, in a single transaction or a related series of transactions, of all or substantially all of the interests in Landlord CHLP or CHP, or all or substantially all of the assets of Landlord CHLP or CHP (in either event, a "Sale of the Entity"), shall not be deemed a Transfer of the Leased Property; it being understood and agreed, however, that nothing herein shall prejudice or preclude the Guarantor from exercising any of its rights or remedies under Section 4 of the Owner Agreement, as a result of, or with respect to, any such Sale of the Entity. For purposes hereof, "substantially all of the interests in LandlordCHLP" shall mean all of the general partner interests and not less than ninety percent (90%) of the limited partner interests in LandlordCHLP; "substantially all of the interests in CHP" shall mean not less than ninety percent (90%) of the outstanding capital stock of CHP; and "substantially all of the assets of Landlord CHLP or CHP" shall mean not less than ninety percent (90%) of the respective total assets owned by Landlord CHLP or CHP, respectively.

Transfer of Interest in Landlord. For purposes of this Article 15, any sale, assignment, transfer or other disposition, for value or otherwise, voluntary or involuntary, by merger, operation of law or otherwise, in a single transaction or a series of transactions, of any interest in Landlord or any Person having an interest in Landlord, directly or indirectly, shall be and constitute a Transfer of the Leased Property; provided, however, that if the proposed transferee is not, in Tenant's reasonable judgment, (i) known in the community as being of bad moral character or in which any Person who has been convicted of a felony in any state or federal court holds a Controlling Interest, or (ii) itself a Competitor, and none of its Affiliated Persons is a Competitor, then, so long as the interest to be transferred to such transferee is less than a Controlling Interest, and so long as immediately following such transfer CHPCHCP, directly or indirectly, continues to own and hold a Controlling Interest in Landlord, the other restrictions set forth in Section 15.1 shall not apply to such transfer; and provided further, however, that the provisions of Section 15.1 shall not apply to any transfer of interests in CHPCHCP, directly or indirectly, or in any Entity that has an interest in CHPCHCP, directly or indirectly, so long as CHP CHCP is a publicly traded company (whether or not such interests are traded on a public stock exchange), if and so long as such transfer does not result, directly or indirectly, in a Competitor owning a Controlling Interest in CHPCHCP, nor shall the provisions of Section 15.1 apply to any transfer of interests in Landlord, directly or indirectly (or in any Entity that has an interest in Landlord, directly or indirectly), to any Person which is not an Affiliated Person of Landlord or CHPCHCP, if and so long as such transfer does not result in or entail, directly or indirectly, either concurrent with the transfer or subsequent thereto, CHP CHCP or a wholly-owned Subsidiary of CHP CHCP no longer continuing to possess the sole power, as the sole general partner of Landlord, to direct or cause the direction of the management and policies of Landlord, whether such cessation of power occurs by contract, by conversion of the general partner interest of CHP CHCP or its wholly-owned Subsidiary in Landlord to a limited partner interest, by conversion of Landlord to a corporation or other Entity, or otherwise. Landlord shall deliver to Tenant at least sixty (60) days prior Notice of any transfer of interests herein contemplated, other than transfers of limited partner interests in Landlord (specifically excluding any general partner interests in Landlord), and other than transfers of interests in any publicly traded company (whether or not such interests are traded on a public stock exchange). Notwithstanding anything to the contrary herein contained, a voluntary sale, assignment, transfer or other disposition, for value, by merger, operation of law or otherwise, in a single transaction or a related series of transactions, of all or substantially all of the interests in Landlord or CHPCHCP, or all or substantially all of the assets of Landlord or CHP CHCP (in either event, a "Sale of the Entity"), shall not be deemed a Transfer of the Leased Property; it being understood and agreed, however, that nothing herein shall prejudice or preclude the Guarantor from exercising any of its rights or remedies under Section 4 of the Owner Agreement, as a result of, or with respect to, any such Sale of the Entity. For purposes hereof, "substantially all of the interests in Landlord" shall mean all of the general partner interests and not less than ninety percent (90%) of the limited partner interests in Landlord; "substantially all of the interests in CHPCHCP" shall mean not less than ninety percent (90%) of the outstanding capital stock of CHPCHCP; and "substantially all of the assets of Landlord or CHPCHCP" shall mean not less than ninety percent (90%) of the respective total assets owned by Landlord or CHPCHCP, respectively.

Transfer of Interest in Landlord. For purposes of this Article 15, any sale, assignment, transfer or other disposition, for value or otherwise, voluntary or involuntary, by merger, operation of law or otherwise, in a single transaction or a series of transactions, of any interest in Landlord or any Person having an interest in Landlord, directly or indirectly, shall be and constitute a Transfer of the Leased Property; provided. Provided, however, that if the proposed transferee is not, in Tenant's reasonable judgment, (i) known in the community as being of bad moral character or in which any Person who has been convicted of a felony in any state or federal court holds a Controlling Interest, or (ii) itself a Competitor, and none of its Affiliated Persons Affiliates is a Competitor, then, then so long as (x) such purchaser has satisfied any Legal Requirements and obtained any regulatory approvals required as a result of such Transfer, (y) the interest to be transferred to such transferee is less than a Controlling Interest, and so long as (z) immediately following such transfer CHPCRP, directly or indirectly, continues to own and hold a Controlling Interest in Landlord, the other restrictions set forth in Section 15.1 15.1.1 shall not apply to such transfer; and provided . Provided further, however, that the provisions of Section 15.1 15.1.1 shall not apply to any transfer of interests in CHPCRP, directly or indirectly, or in any Entity that has an interest in CHPCRP, directly or indirectly, so long as CHP CRP is a publicly traded company (whether or not such interests are traded on a public stock exchange), (a) if and so long as such transfer does not result, directly or indirectly, in a Competitor owning a Controlling Interest in CHPCRP, nor shall and (b) so long as such purchaser satisfies any Legal Requirements and obtains any regulatory approvals required as a result of the transfer of such interests, and (c) if the purchaser is obtaining a controlling interest in CRP, the purchaser has sufficient financial strength, in Tenant's reasonable judgment, to perform the obligations of CRP under such guaranty. So long as the Landlord is a limited partnership, the provisions of Section 15.1 15.1.1 shall not apply to any transfer of interests in Landlord, directly or indirectly (or in any Entity that has an interest in Landlord, directly or indirectly), to any Person which is not an Affiliated Person Affiliate of Landlord or CHPCRP, if and so long as such transfer does not result in or entail, directly or indirectly, either concurrent with the transfer or subsequent thereto, CHP CRP or a wholly-owned Subsidiary of CHP CRP no longer continuing to possess the sole power, as the sole general partner of Landlord, to direct or cause the direction of the management and policies of Landlord, whether such cessation of power occurs by contract, by conversion of the general partner interest of CHP CRP or its wholly-owned Subsidiary in Landlord to a limited partner interest, by conversion of Landlord to a corporation or other Entity, or otherwise. Landlord shall deliver to Tenant at least sixty (60) days prior Notice of any transfer of interests herein contemplated, other than transfers of limited partner interests in Landlord (specifically excluding any general partner interests in Landlord), and other than transfers of interests in any publicly traded company (whether or not such interests are traded on a public stock exchange). Notwithstanding anything to the contrary herein contained, a voluntary sale, assignment, transfer or other disposition, for value, by merger, operation of law or otherwise, in a single transaction or a related series of transactions, of all or substantially all of the interests in Landlord or CHPCRP, or all or substantially all of the assets of Landlord or CHP CRP (in either event, a "Sale of the Entity"), shall not be deemed a Transfer of the Leased Property; it being understood and agreed, however, that nothing herein shall prejudice or preclude the Guarantor from exercising any of its rights or remedies under Section 4 of the Owner Agreement, as a result of, or with respect to, any such Sale of the Entity. For purposes hereof, "substantially all of the interests in Landlord" shall mean all of the general partner interests and not less than ninety percent (90%) of the limited partner interests in Landlord; "substantially all of the interests in CHPCRP" shall mean not less than ninety percent (90%) of the outstanding capital stock of CHPCRP; and "substantially all of the assets of Landlord or CHPCRP" shall mean not less than ninety percent (90%) of the respective total assets owned by CRP. Notwithstanding the foregoing, so long as CRP is guaranteeing the obligations of Landlord or CHPunder Section 3.4 hereof, respectivelyno Sale of the Entity shall be permitted unless (i) the purchaser assumes the obligations of CRP under such guaranty (or, if requested by Tenant, executes a replacement guaranty) and has sufficient financial strength, in Tenant's reasonable judgment, to perform the obligations of CRP under such guaranty and (ii) such purchaser satisfies any Legal Requirements and obtains any regulatory approvals required as a result of such Sale of the Entity.

Transfer of Interest in Landlord. For purposes of this Article 15, any sale, assignment, transfer or other disposition, for value or otherwise, voluntary or involuntary, by merger, operation of law or otherwise, in a single transaction or a series of transactions, of any interest in Landlord or any Person having an interest in Landlord, directly or indirectly, shall be and constitute a Transfer of the Leased Property; provided. Provided, however, that if the proposed transferee is not, in Tenant's reasonable judgment, (i) known in the community as being of bad moral character or in which any Person who has been convicted of a felony in any state or federal court holds a Controlling Interest, or (ii) itself a Competitor, and none of its Affiliated Persons Affiliates is a Competitor, then, then so long as (x) such purchaser has satisfied any Legal Requirements and obtained any regulatory approvals required as a result of such Transfer , (y) the interest to be transferred to such transferee is less than a Controlling Interest, and so long as (z) immediately following such transfer CHPCRP, directly or indirectly, continues to own and hold a Controlling Interest in Landlord, the other restrictions set forth in Section 15.1 15.1.1 shall not apply to such transfer; and provided . Provided further, however, that the provisions of Section 15.1 15.1.1 shall not apply to any transfer of interests in CHPCRP, directly or indirectly, or in any Entity that has an interest in CHPCRP, directly or indirectly, so long as CHP CRP is a publicly traded company (whether or not such interests are traded on a public stock exchange), (a) if and so long as such transfer does not result, directly or indirectly, in a Competitor owning a Controlling Interest in CHPCRP, nor shall and (b) so long as such purchaser satisfies any Legal Requirements and obtains any regulatory approvals required as a result of the transfer of such interests, and (c) if the purchaser is obtaining a controlling interest in CRP, the purchaser has sufficient financial strength, in Tenant's reasonable judgment, to perform the obligations of CRP under such guaranty. So long as the Landlord is a limited partnership, the provisions of Section 15.1 15.1.1 shall not apply to any transfer of interests in Landlord, directly or indirectly (or in any Entity that has an interest in Landlord, directly or indirectly), to any Person which is not an Affiliated Person Affiliate of Landlord or CHPCRP, if and so long as such transfer does not result in or entail, directly or indirectly, either concurrent with the transfer or subsequent thereto, CHP CRP or a wholly-owned Subsidiary of CHP CRP no longer continuing to possess the sole power, as the sole general partner of Landlord, to direct or cause the direction of the management and policies of Landlord, whether such cessation of power occurs by contract, by conversion of the general partner interest of CHP CRP or its wholly-owned Subsidiary in Landlord to a limited partner interest, by conversion of Landlord to a corporation or other Entity, or otherwise. Landlord shall deliver to Tenant at least sixty (60) days prior Notice of any transfer of interests herein contemplated, other than transfers of limited partner interests in Landlord (specifically excluding any general partner interests in Landlord), and other than transfers of interests in any publicly traded company (whether or not such interests are traded on a public stock exchange). Notwithstanding anything to the contrary herein contained, a voluntary sale, assignment, transfer or other disposition, for value, by merger, operation of law or otherwise, in a single transaction or a related series of transactions, of all or substantially all of the interests in Landlord or CHPCRP, or all or substantially all of the assets of Landlord or CHP CRP (in either event, a "Sale of the Entity"), shall not be deemed a Transfer of the Leased Property; it being understood and agreed, however, that nothing herein shall prejudice or preclude the Guarantor from exercising any of its rights or remedies under Section 4 of the Owner Agreement, as a result of, or with respect to, any such Sale of the Entity. For purposes hereof, "substantially all of the interests in Landlord" shall mean all of the general partner interests and not less than ninety percent (90%) of the limited partner interests in Landlord; "substantially all of the interests in CHPCRP" shall mean not less than ninety percent (90%) of the outstanding capital stock of CHPCRP; and "substantially all of the assets of Landlord or CHPCRP" shall mean not less than ninety percent (90%) of the respective total assets owned by CRP. Notwithstanding the foregoing, so long as CRP is guaranteeing the obligations of Landlord or CHPunder Section 3.4 hereof, respectivelyno Sale of the Entity shall be permitted unless (i) the purchaser assumes the obligations of CRP under such guaranty (or, if requested by Tenant, executes a replacement guaranty) and has sufficient financial strength, in Tenant's reasonable judgment, to perform the obligations of CRP under such guaranty and (ii) such purchaser satisfies any Legal Requirements and obtains any regulatory approvals required as a result of such Sale of the Entity.