Common use of Transfer of Purchaser Membership Interests Clause in Contracts

Transfer of Purchaser Membership Interests. The Seller shall not transfer, pledge, participate or otherwise encumber its membership interests in the Purchaser without the prior written consent of the Administrative Agent and the delivery of an acceptable (in the Administrative Agent’s reasonable discretion) non-consolidation opinion.

Appears in 6 contracts

Samples: Loan Sale Agreement (Oaktree Specialty Lending Corp), Purchase and Sale Agreement (Golub Capital Investment Corp), Loan and Servicing Agreement (Fifth Street Finance Corp.)

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Transfer of Purchaser Membership Interests. The Seller shall not transfer, pledge, participate or otherwise encumber its membership interests in the Purchaser without the prior written consent of the Administrative Agent and the delivery of an acceptable (in the Administrative Agent’s reasonable discretion) non-consolidation opinionopinion (except pursuant to the terms of the Pledge Agreement).

Appears in 4 contracts

Samples: Second Tier Purchase and Sale Agreement (Ares Capital Corp), Second Tier Purchase and Sale Agreement (Ares Capital Corp), Second Tier Purchase and Sale Agreement (Ares Capital Corp)

Transfer of Purchaser Membership Interests. The Seller shall not transfer, pledge, participate or otherwise encumber its membership interests in the Purchaser without the prior written consent of the Administrative Agent and the delivery of an acceptable (in the Administrative Agent’s reasonable discretion) non-consolidation opinionopinion (other than with respect to the JPM Lien).

Appears in 3 contracts

Samples: Loan and Servicing Agreement (Ares Capital Corp), Purchase and Sale Agreement (Ares Capital Corp), Purchase and Sale Agreement (Ares Capital Corp)

Transfer of Purchaser Membership Interests. The Seller shall not transfer, pledge, participate or otherwise encumber its membership interests in the Purchaser without the prior written consent of the Administrative Agent and the delivery of an acceptable (in the Administrative Agent’s reasonable discretion) non-consolidation opinionopinion (except pursuant to the terms of the Pledge Agreement).

Appears in 3 contracts

Samples: Purchase and Sale Agreement (Business Development Corp of America), Purchase and Sale Agreement (Golub Capital BDC, Inc.), Purchase and Sale Agreement (Fifth Street Finance Corp)

Transfer of Purchaser Membership Interests. The Seller shall not transfer, pledge, participate or otherwise encumber its membership interests in the Purchaser without the prior written consent of the Administrative Agent and the delivery of an acceptable (in the Administrative Agent’s reasonable discretion) non-consolidation opinionopinion (other than with respect to the JPM Lien).

Appears in 3 contracts

Samples: Second Tier Purchase and Sale Agreement (Ares Capital Corp), Purchase and Sale Agreement (Ares Capital Corp), First Tier Purchase and Sale Agreement (Ares Capital Corp)

Transfer of Purchaser Membership Interests. The Seller shall not transfer, pledge, assign, participate or otherwise encumber its membership interests in the Purchaser without the prior written consent of the Administrative Agent and the delivery of an acceptable (in the Administrative Agent’s reasonable discretion) non-consolidation opinion.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Morgan Stanley Direct Lending Fund), Purchase and Sale Agreement (Ares Capital Corp)

Transfer of Purchaser Membership Interests. The Except for the Permitted Equity Pledges, the Seller shall not transfer, pledge, participate or otherwise encumber its membership interests in the Purchaser without the prior written consent of the Administrative Agent and the delivery of an acceptable (in the Administrative Agent’s reasonable discretion) non-consolidation opinion.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Pennantpark Investment Corp)

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Transfer of Purchaser Membership Interests. The Seller shall not transfer, pledge, participate or otherwise encumber its membership interests in the Purchaser Equityholder to the extent such transfer, participation or other encumbrance would constitute a Change of Control without the prior written consent of the Administrative Agent and the delivery of an acceptable (in the Administrative Agent’s reasonable discretion) non-consolidation opinion.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Pennantpark Investment Corp)

Transfer of Purchaser Membership Interests. The Seller shall not transfer, pledge, participate or otherwise encumber its membership interests in the Purchaser without the prior written consent of the Administrative Agent and the delivery of an acceptable (in the Administrative Agent’s reasonable discretion) non-consolidation opinion.

Appears in 1 contract

Samples: Purchase and Contribution Agreement (Capitala Finance Corp.)

Transfer of Purchaser Membership Interests. The Seller shall not transfer, pledge, participate or otherwise encumber its membership interests in the Purchaser without the prior written consent of the Administrative Agent and the delivery of an acceptable (in the Administrative Agent’s reasonable discretion) non-consolidation opinionopinion (other than with respect to the JPM Lien).

Appears in 1 contract

Samples: Purchase and Sale Agreement (Ares Capital Corp)

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