Transfer of Properties. Transfer title to any of the Properties except to (i) any Mortgagor, (ii) any Person described in clause (a) of the definition of Permitted Related Owner, (iii) any Person described in clause (b) of the definition of Permitted Related Owner or (iv) with respect to the 59th Street Property, 731 Commercial LLC and 731 Residential LLC, xx xx xxx holders of the construction loan (or their nominee or nominees) as part of a deed in lien transaction, provided that, (x) in the case of clause (iii), a receiver of a Property sought to be transferred to such Permitted Related Owner has proposed to enter into a lease at such Property or take any other action which would materially adversely affect the Borrower's qualification as a REIT and the Borrower has given ten (10) days' notice to the Lender of its intention to transfer such Property to such Permitted Related Owner and (y) in the case of the 59th Street Property, residential condominium units may be sold.
Transfer of Properties. The Borrower will not and will not permit any Subsidiary to Transfer, or agree or otherwise commit to Transfer, any of its Properties except that:
(a) any Subsidiary may Transfer assets to the Borrower or a Wholly Owned Subsidiary;
(b) the Borrower or any Subsidiary may collect its accounts and sell inventory in the ordinary course of business; and
(c) the Borrower or any Subsidiary may otherwise Transfer Properties, provided that after giving effect thereto (i) the aggregate value of any Properties Transferred during the 12 consecutive months immediately preceding such Transfer does not exceed 5% of Consolidated Tangible Assets as of the end of the fiscal quarter immediately preceding such Transfer, provided, however, that the aggregate purchase price paid within 90 days after any such Transfer for similar assets within the United States that are not subject to Liens (other than Excepted Liens) for borrowed money other than pursuant to this Agreement (before or after acquisition) will be deducted in determining this 5% limit, and (ii) the aggregate value of Properties Transferred subsequent to January 28, 2008 shall not exceed 25% of the Consolidated Tangible Assets determined at any time by aggregating the dollar value of all Transfers as of such time as a percentage of Consolidated Tangible Assets as of the end of the fiscal quarter ended immediately prior to such time, provided, however, that the aggregate purchase price paid within 90 days after any such Transfer for similar assets within the United States that are not subject to Liens (other than Excepted Liens) for borrowed money other than pursuant to this Agreement (before or after acquisition) will be deducted in determining this 25% limit. Notwithstanding the foregoing, in no event may the Borrower or any Subsidiary Transfer any Mortgaged Property without the consent of the Majority Banks, and in no event may the Borrower or any Existing Subsidiary Transfer its Equity Interests in an Existing Subsidiary without the consent of all of the Banks. If requested by the Borrower in order to facilitate any Transfer which is permitted to be made under the terms of this Section 7.6 or which has otherwise been consented to by the requisite Banks, the Collateral Agent shall release its Lien on the Property or Properties to be Transferred.
Transfer of Properties. Subject to the terms and conditions of this Agreement, Purchaser in reliance upon the representations and warranties of Seller made herein and in the schedules annexed hereto, will, at the Closing (hereinafter defined), acquire from Seller, and Seller, in reliance upon the representations and warranties of Purchaser made herein and in the schedules annexed hereto, will, at the Closing transfer and convey to purchaser the properties whose legal descriptions are set forth on Schedule 1 hereto (the "Properties") along with all mining and/or exploration permits relating thereto.
Transfer of Properties. No Obligor will, nor will it permit any of its Restricted Subsidiaries to, Transfer any Property to any Person other than to EXLP or to any of its Restricted Subsidiaries, except the Borrower, EXLP and their Restricted Subsidiaries:
(a) may Transfer any Property which, in the reasonable judgment of such Person, is obsolete, worn out or otherwise no longer useful in the conduct of such Person’s business;
(b) may sell or lease inventory or equipment in the ordinary course of business;
(c) so long as no Event of Default has occurred and is continuing or would result therefrom, may Transfer Compression Assets to Holdings or any of Holdings’ Subsidiaries (other than EXLP or any Subsidiary thereof) pursuant to the Omnibus Agreement;
(d) so long as no Event of Default has occurred and is continuing or would result therefrom, may Transfer Property not permitted to be Transferred under any other paragraph of this Section 9.11, so long as the value of such Property, when taken together with the aggregate value of all other Property Transferred pursuant to this paragraph (d) in any fiscal year, does not exceed 10% of Consolidated Net Tangible Assets as measured on the last day of the fiscal year most recently ended; and
(e) may Transfer Property as otherwise permitted by Sections 9.03(k), (l) or (m); provided that all Transfers made pursuant to paragraphs (c), (d) and (e) above (other than leases entered into pursuant to paragraph (c) above and Investments made in Unrestricted Subsidiaries pursuant to paragraph (e) above) shall be made for fair market value.
Transfer of Properties. In connection with the Project, Developer will:
3.2.1 transfer certain real property located off of the Project Site to the City in accordance with the Transfer Agreement (or alternatively pay to the City the Backup Payment); and
3.2.2 transfer certain real property, referred to as the Xxxxxxxx Building located on the Project Site at 000 Xxxxx Xxxxxx, to the Community Arts and Stabilization Trust ("CAST") or to another nonprofit organization (or to the City), as set forth in Section 7.8 and in the Memorandum of Understanding (the "Xxxxxxxx MOU") entered into by Xxxxxxxxx and CAST, dated July 5, 2015. The Xxxxxxxx MOU shall not be materially amended with respect to the rights, obligations and conditions to the transfer or use of the Xxxxxxxx Building, as described in Section 7.8 below, without the prior review and written approval of City, acting by and through its Director of Planning, which approval shall not be unreasonably withheld or delayed.
Transfer of Properties. An Affiliate of Borrowers previously owned the Properties (the "TRANSFEROR"). At such time as Transferor transferred each Individual Property to the applicable Borrower, such Transferor (i) was not insolvent, (ii) was not rendered insolvent by the transfer of the Properties and (iii) received fair consideration for the transfer of the Properties.
Transfer of Properties. The Loan Parties shall not, and shall not permit any of their respective Subsidiaries to, Transfer any Property, except to the extent expressly permitted under the Loan Documents, and Borrower complies with the provisions set forth in Section 2.8 with respect to such Property, including the payment of any Release Price required thereby.
Transfer of Properties. 6.1. The Parties shall co-operate with each other in order to transfer all Properties to the Purchaser in accordance with article 2.
6.2. Without prejudice to sub-article 6.1., the transition committee referred to in sub-article 3.2. shall perform its duties diligently so as to facilitate the Purchaser to obtain, and the Shareholder shall actively participate and exercise its influence in order for the Purchaser to obtain, any required permit, approval or consent of any public authorities, the licences and permits required in connection with the Properties. For this purpose, the Purchaser (or the Purchaser’s lawyer on its behalf) shall prepare all documents necessary for obtaining such approvals or consents, which it shall submit to the Seller (and the Seller’s lawyer) prior to dispatching it. For the avoidance of doubt, the Seller shall not be liable for the Purchaser failing to obtain any permit, approval or consent it may require for either the full operation of the Property or the Business or the transfer of the Property or the Business to the Purchaser.
6.3. If (part of) the Property appears to be incapable of being transferred, for any reason, including but not limited to the obtaining of any permit, approval or consent, or if a transfer of (part of) the Property appears to be impracticable, the Parties shall make reasonable efforts to accomplish a result similar to that contemplated in this Agreement.
6.4. The Parties agree that if the transfer of (a part of) the Properties or a lease contract is subject to an environmental investigation and possible decontamination, they shall act in accordance with the applicable law and the Seller shall bear the costs of it.
6.5. If the results of such investigation are negative (i.e. no contamination), the transfer of such (part of the) Property or lease contract shall be completed as soon as possible after the relevant soil certificate (“bodemattest/certificat de sol”) is received.
6.6. If the results of such investigation are positive (i.e. existing contamination), the Seller shall forthwith agree with the Purchaser as to
a) how such (part of the) premises shall be decontaminated; and
b) following decontamination, the (part of the) Property or lease contract shall be transferred as soon as possible in accordance with the applicable law and the terms of this Agreement;
6.7. The Parties agree that in all cases referred to in this article, the overriding principle shall be to minimise, as much as possible, the ag...
Transfer of Properties. The Loan Parties shall not, and shall not permit any of their respective Subsidiaries to, Transfer any Property; PROVIDED that (i) the Loan Parties and their respective Subsidiaries may create, incur, assume or permit to exist Liens in accordance with subsection 6.2, and (ii) each Loan Party and each of its Subsidiaries may sell or otherwise permanently dispose of any Property (whether directly or by the sale or other permanent disposition of all, but not less than all, the capital stock or other equity Securities of the Subsidiary that owns such Property) prior to the termination of the Senior Credit Agreement if (a) each such sale or other permanent disposition of such Property is made on an arms-length basis, (b) the consideration received by such Loan Party or Subsidiary in any such transaction (net of any Pool B Obligations forgiven or paid in connection therewith), in an amount not less than the Release Price required to be paid pursuant to subsection 2.10 in connection with the Release of such Property, shall be cash and shall be received on the date of such sale or other permanent disposition, and (c) with respect to any Pool A Property, the Borrower complies with the provisions set forth in subsection 2.10 with respect to such Property, including the payment of any Release Price required thereby.
Transfer of Properties. 26. The exercise price for the Purchase Option shall be equal to the Outstanding Loan Amount as of the Option Exercise Date. The payment of the exercise price shall be made by the setoff of all amounts owing under the Outstanding Loan Amount against the exercise price of the Purchase Option. Upon exercise of the Purchase Option, EMC Australia will immediately transfer all of the Mineral Rights and the Applications to the Optionee or its nominee, free and clear of any Encumbrance, with all costs including any stamp duty or similar tax payable in respect thereof.
