Transfer of the Project. For the Compliance Period, the Owner shall not Transfer the Project, in whole or in part, without the prior written consent of the Issuer, which consent shall not be unreasonably withheld or delayed if the following conditions are satisfied: (A) the receipt by the Issuer of evidence acceptable to the Issuer that (1) the Owner shall not be in default hereunder or under the Loan Agreement, if in effect (which may be evidenced by a Certificate of Continuing Program Compliance), or the transferee undertakes to cure any defaults of the Owner to the reasonable satisfaction of the Issuer; (2) the continued operation of the Project shall comply with the provisions of this Regulatory Agreement; (3) either (a) the transferee or its Agent has at least three years’ experience in the ownership, operation and management of similar size rental housing projects, and at least one year’s experience in the ownership, operation and management of rental housing projects containing below-market-rate units, without any record of material violations of discrimination restrictions or other state or federal laws or regulations or local governmental requirements applicable to such projects, or (b) the transferee agrees to retain an Agent with the experience and record described in subclause (a) above, or (c) the transferring Owner or its management company will continue to manage the Project, or another management company reasonably acceptable to the Issuer will manage, for at least one year following such Transfer and, if applicable, during such period the transferring Owner or its management company will provide training to the transferee and its manager in the responsibilities relating to the Low Income Units; and (4) the person or entity that is to acquire the Project does not have pending against it, and does not have a history of significant and material building code violations or complaints concerning the maintenance, upkeep, operation, and regulatory agreement compliance of any of its projects as identified by any local, state or federal regulatory agencies; (B) the execution by the transferee of any document reasonably requested by the Issuer with respect to the assumption of the Owner’s obligations under this Regulatory Agreement and the Loan Agreement (if then in effect), including without limitation an instrument of assumption hereof and thereof, and delivery to the Issuer of an opinion of such transferee’s counsel to the effect that each such document and this Regulato...
Transfer of the Project. Upon transfer of the Project and assignment of this Lease, Landlord shall be entirely freed and relieved of all liability under any and all of its covenants and obligations contained in or derived from this Lease occurring after the consummation of the transfer and assignment, and from all liability for the Security Deposit. Tenant shall attorn to any entity purchasing or otherwise acquiring the Premises at any sale or other proceeding.
Transfer of the Project. (a) On the Transfer Date, the Concessionaire shall transfer and assign to MMC or its nominated agency, as the case may be, free and clear of any charges, liens and Encumbrances created or suffered by the Concessionaire after the Commencement Date of all the Concessionaire's right, title and interest in and to the Project, Project Assets and Project Facilities thereto including the Project Site. The Concessionaire shall also deliver to MMC or its nominated agency on such date such operating manuals, plans, design drawings, reports, accounts and other information as may reasonably be required by MMC or its nominated agency to enable it to continue the operation of the Modern Slaughterhouse either directly or by its nominated agency. The personnel of the Concessionaire shall continue to be the employees of the Concessionaire and the transfer of the Project with all its assets shall not in any manner affect their status as employees of the Concessionaire and they shall have no claim to any type of employment or compensation from MMC or its nominated agency.
(b) The Concessionaire shall to the extent possible assign to MMC or its nominated agency at the time of transfer all unexpired guarantees and warranties by the Contractors and suppliers and all insurance policies. The Concessionaire shall ensure that any rights, which are to be so assigned, are capable of assignment and the counterpart to the Concessionaire has approved such assignment under the terms and conditions of the relevant contract.
(c) The Concessionaire shall, to the extent possible at the time of transfer, assign to MMC or its nominated agency all contracts, equipment contracts, supply contracts and all other contracts relating to the Project entered into by the Concessionaire and subsisting at the time of transfer except any contracts with employees.
(d) The transfer of the Project and its assets shall be treated as a transfer on a going concern basis. With the transfer of immovable property comprising the Project it shall be deemed to be a termination of all sub−license agreement/arrangements in relation to the Project Site and the title to all such immovable property shall automatically revert to MMC or its nominated agency. The movable property comprising Project Assets shall be deemed to be transferred to MMC or its nominated agency by constructive delivery and possession.
(e) At the time of transfer, the Project shall be in such condition as is reasonable under all the circumstances takin...
Transfer of the Project. For the Compliance Period, the Owner shall not Transfer the Project, in whole or in part, unless the following conditions are satisfied: (A) the receipt by the Owner and the Trustee of evidence acceptable to the Owner and the Trustee that (1) the Owner shall not be in default hereunder, if in effect (which may be evidenced by a Certificate of Continuing Program Compliance), or the transferee reasonably undertakes to cure any defaults of the Owner; (2) the continued operation of the Project shall comply with the provisions of this Regulatory Agreement; (3) all rights, responsibilities and duties of the transferor under the Operating Agreement shall have been assigned to the transferee, or the transferee shall enter into a new operating agreement in the form of the current Operating Agreement; and (4) the person or entity that is to acquire the Project does not have pending against it, and does not have a history of significant and material building code violations or complaints concerning the maintenance, upkeep, operation, and regulatory agreement compliance of any of its projects as identified by any local, state or federal regulatory agencies; (B) the execution by the transferee of any document reasonably requested by the Owner with respect to the assumption of the Owner’s obligations under this Regulatory Agreement, including without limitation an instrument of assumption hereof and thereof, and delivery to the Owner of an opinion of such transferee’s counsel to the effect that each such document and this Regulatory Agreement are valid, binding and enforceable obligations of such transferee, subject to bankruptcy and other standard limitations affecting creditor’s rights;
Transfer of the Project. For the Compliance Period, the Owner shall not Transfer the Project, in whole or in part, without the prior written consent of the Governmental Lender, which consent shall not be unreasonably withheld or delayed if the following conditions are satisfied: (A) the receipt by the Governmental Lender of evidence acceptable to the Governmental Lender that (1) the Owner shall not be in default hereunder or under the Loan Agreement, if in effect (which may be evidenced by a Certificate of Continuing Program Compliance), or the transferee undertakes to cure any defaults of the Owner to the reasonable satisfaction of the Governmental Lender; (2) the continued operation of the Project shall comply with the provisions of this Regulatory Agreement; (3) either (a) the transferee or its Manager has at least three years’ experience in the ownership, operation and management of similar size rental housing projects, and at least one year’s experience in the ownership, operation and management of rental housing projects containing below- market-rate units, without any record of material violations of discrimination restrictions or other state or federal laws or regulations or local governmental requirements applicable to such projects, or
Transfer of the Project. 2.1. As of the date of this Agreement, Axxxx is transferring to Sol-Gel and Sol-Gel is receiving the Project from Axxxx, including all of the rights and obligations of Axxxx which derive from the Project (the “Project Transfer”); and in consideration therefor, Sol-Gel will transfer to Axxxx a total payment of NIS 1,675,000, based on an appraisal prepared at the request of the Parties by Prometheus Financial Advisory Ltd., which is attached hereto as Exhibit A.
2.2. For the purpose of the Project Transfer, as described above, the Parties shall sign an Assignment Deed in the form attached hereto as Exhibit B.
Transfer of the Project. During the term of the concession right, CCII is allowed to transfer the right to operate the Project in part or in whole in accordance with the laws of the PRC. Upon expiry of the term of the concession right, CCII shall transfer the Project to the Yangquan Government or its designated party at nil consideration in accordance with the laws of the PRC.
Transfer of the Project. (a) From and after the date that is five (5) years following the Partnership’s purchase of the Real Estate, both of the General Partners shall have the right to cause a sale of either the Project or all (but not less than all) of the Partnership Interests of the Partnership (for purposes of this Section 8.6 the “Partnership Interests”) to any non-Affiliated Person subject to the provisions of this Section 8.6. Notwithstanding the provisions of this Section 8.6, the General Partners may not cause a sale of the Project or all of the Partnership Interests that results in gross sales proceeds to Parisian-LP of less than the greater of (i) Three Million and 0/100 Dollars ($3,000,000.00) or (ii) the Fair Market Value of the Parisian-LP Partnership Interest determined as provided in Article XIII below.
(b) If the a General Partner (for purposes of this Section 8.6, the “Project Selling GP”) desires to cause a sale of the Project or the Partnership Interests, the Project Selling GP shall give the other General Partner (the “Remaining GP”) notice of its desire so to do (the “Offer Notice”), which Offer Notice shall set forth the Project Selling GP’s good faith determination of the fair market value of the Project (the “Project FMV”). The Remaining GP shall, within thirty (30) days after receipt of the Offer Notice, deliver a notice (the “Response Notice”) to the Project Selling GP that the Remaining GP either (x) consents to the sale of the Project or the Partnership Interests at the purchase price and on the terms and conditions set forth in the Offer Notice;
Transfer of the Project. For the Compliance Period, except as permitted by the Indenture or the Public Benefit Agreement, the Owner shall not Transfer the Project, in whole or in part, unless the following conditions are satisfied: (A) the receipt by the Owner and the Trustee of evidence acceptable to the Owner and the Trustee that (1) the Owner shall not be in default hereunder, if in effect (which may be evidenced by a Certificate of Continuing Program Compliance), or the transferee reasonably undertakes to cure any defaults of the Owner; (2) the continued operation of the Project shall comply with the provisions of this Regulatory Agreement;
Transfer of the Project. Any sale, conveyance, assignment, pledge, or transfer of all or any part of any Project in the Collateral Pool or any interest therein, voluntarily or involuntarily, whether by operation of law or otherwise, except sales or transfers of items of the Accessories (as defined in the Mortgage) which have become obsolete or worn beyond practical use and which have been replaced by adequate substitutes, owned by the applicable Project Owner, having a value equal to or greater than the replaced items when new. Administrative Agent may, in its sole discretion, waive a default under this paragraph, but it shall have no obligation to do so, and any waiver may be conditioned upon such one or more of the following (if any) which Administrative Agent may require: the grantee's integrity, reputation, character, creditworthiness and management ability being satisfactory to Administrative Agent in its sole judgment and grantee executing, prior to such sale or transfer, a written assumption agreement containing such terms as Administrative Agent may require, a principal paydown on the Loan, an increase in the rate of interest payable under the Loan, a transfer fee, a modification of the term of the Loan, and any other modification of the Loan Documents which Administrative Agent may require.
