Transfer of the Property. Any sale, lease, conveyance, assignment, pledge, encumbrance, or transfer of all or any part of the Property or any interest therein, voluntarily or involuntarily, whether by operation of law or otherwise, except: (i) sales or transfers of items of the Accessories which have become obsolete or worn beyond practical use and which have been replaced by adequate substitutes, owned by Mortgagor, having a value equal to or greater than the replaced items when new; and (ii) the grant, in the ordinary course of business, of a leasehold interest in a part of the Improvements to a tenant for occupancy, not containing a right or option to purchase and not in contravention of any provision of this Mortgage or of any other Loan Document. Mortgagee 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 Mortgagee may require: the grantee’s integrity, reputation, character, creditworthiness and management ability being satisfactory to Mortgagee in its sole judgment and grantee executing, prior to such sale or transfer, a written assumption agreement containing such terms as Mortgagee may require, a principal paydown on the Note, an increase in the rate of interest payable under the Note, a transfer fee, a modification of the term of the Note, and any other modification of the Loan Documents which Mortgagee may require. NOTICE - THE DEBT SECURED HEREBY IS SUBJECT TO CALL IN FULL IN THE EVENT OF SALE OR CONVEYANCE OF THE PROPERTY CONVEYED.
Transfer of the Property. 3.1 Transfer shall be effected by the conveyancer as soon as possible.
3.2 The Purchaser must sign the transfer documents and return same to the conveyancer within 7 (seven) days of being called upon to do so.
3.3 The Purchaser shall, in addition upon request by the Seller’s conveyancer, pay all costs of transfer (including VAT on such costs) Value Added Tax and all other costs which have to be incurred in order to comply with statutes or other enactments or regulations relating to the passing of transfer of the property.
Transfer of the Property. With the exception of Permitted Transfers (as defined in the Loan Agreement), Grantor will not Transfer, or contract to Transfer, all or any part of the Property or any legal or beneficial interest therein (except for certain Transfers of the Accessories and other Transfers expressly permitted in this Deed of Trust).
Transfer of the Property. Subject to the terms and conditions of this Agreement and within thirty (30) days of the acceptance by the City of the site and building plan(s) and issuance of the building permit, the City agrees to convey the Property at closing. The purchase price for the Property shall be One Dollar ($1.00) and other good and valuable consideration as stated herein.
Transfer of the Property. Upon transfer of the Property 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 Property. With the exception of Permitted Transfers (as defined in the Loan Agreement), Mortgagor will not Transfer, or contract to Transfer, all or any part of the Property or any legal or beneficial interest therein (except for certain Transfers of the Accessories and other Transfers expressly permitted in this Mortgage).
Transfer of the Property. 6.1 Transfer of the Property shall be passed by the Attorneys and shall be given and taken upon the estimated Transfer Date as recorded in the Information Schedule or as soon as is reasonably possible thereafter.
6.2 The Purchaser shall pay all costs of transfer (plus VAT on such costs), costs of all necessary affidavits and all other costs which have to be incurred in order to comply with the statutes or other enactments or regulations relating to the passing of transfer of the Property. All mortgage bond related costs will be for the account of the Purchaser.
6.3 Should the Purchaser in any way delay the transfer of the Property, then without prejudice to any other rights or remedies of the Seller in terms of this Agreement, the Purchaser, with effect from the date which the Attorneys certify to be the date upon which transfer ought reasonably to have been registered but for such delay, shall pay to the Seller:
6.3.1 interest at the prime rate;
6.3.2 the pro rata rates, taxes and levies and other proprietary charges payable in respect of the Property.
6.4 If transfer of the Property is delayed for longer than a period of 6 months after the Estimated Transfer Date as recorded in C4 of the Information Schedule for any reason other than a reason attributable to the fault and/or omission of the Seller, then the Seller shall be entitled in its sole discretion to resile from this Agreement, with neither party having any further claim against one another, other than a refund to the Purchaser of the deposit paid in terms of paragraph D2 and D3 of the Information Schedule, or alternatively claim an adjustment to the purchase price. In the event of the parties not being able to reach agreement as to the adjustment to the purchase price, then a property valuer appointed by the Seller shall determine the dispute and the property valuer’s determination shall be final and binding on the parties.
6.5 In the event of the Purchaser on selling the Property prior to taking transfer of the Property from the Seller, the Purchaser shall ensure that the Attorney attends to such transfer of the Property, so as to ensure the linked development transactions are not delayed
Transfer of the Property. Mortgagor will not Transfer, or contract to Transfer, all or any part of the Property or any legal or beneficial interest therein (except for certain Transfers of the Accessories and other Transfers expressly permitted in this Mortgage). The Transfer of the general partnership interest in Mortgagor, if Mortgagor is a general partnership, or the Transfer of more than 50% of the membership interests in Mortgagor (whether in one or more transactions during the term of the Loan) shall be deemed to be a prohibited Transfer of the Property. Notwithstanding anything stated to the contrary herein, any transfers (or the pledge or encumbrance) of equity interests or other interests in KBS REIT Properties III, LLC, or in any of the direct or indirect owners of KBS REIT Properties III, LLC (including, without limitation, KBS Limited Partnership III, KBS REIT Holdings III, LLC, or KBS Real Estate Investment Trust III, Inc.) shall not be prohibited (and shall be expressly permitted) provided that KBS Real Estate Investment Trust III, Inc., continues to own, either directly or indirectly, not less than a fifty-one percent (51%) of the ownership interests in Mortgagor. Notwithstanding the foregoing or anything stated to the contrary in this Mortgage or in any of the other Loan Documents, the following transactions will not be prohibited and shall be expressly permitted:
(a) KBS REIT Properties III, LLC, KBS Limited Partnership III, KBS Real Estate Investment Trust III, Inc., and KBS REIT Holdings III, LLC, shall each be permitted to execute guaranties and/or indemnity agreements for their respective subsidiaries; and
(b) KBS Limited Partnership III, KBS Real Estate Investment Trust III, Inc., and any of the other parties owning interests in KBS Limited Partnership III, direct or indirect, shall be permitted to obtain loans from, or incur indebtedness to any third-party lender (each a “Secondary Loan”) and pledge their respective interests (direct or indirect) in KBS Limited Partnership III and KBS REIT Properties III, LLC, as security for any such Secondary Loan so long as (A) neither Mortgagor nor Mortgagor’s sole member’s membership interest are pledged to secure such Secondary Loan, and (B) any default under a Secondary Loan resulting in a foreclosure of the pledged interests and a transfer of such interest to the lender of the Secondary Loan shall be deemed an Event of Default under the Loan Documents.
Transfer of the Property. Mortgagor will not Transfer, or contract to Transfer, all or any part of the Property or any legal or beneficial interest therein (except for certain Transfers of the Accessories expressly permitted in this Mortgage). The Transfer of more than 10% of the membership interests in Mortgagor (whether in one or more transactions during the term of the Loans) shall be deemed to be a prohibited Transfer of the Property. Notwithstanding the foregoing, no transfer of shares of stock Grubb & Exxxx Heaxxxxxre REIT, Inc. shall be prohibited or shall constitute a Default or Event of Default under this Mortgage.
Transfer of the Property. 4.1. Upon the Purchaser making all payments set out herein, the Village shall provide to the Purchaser or Purchaser’s counsel a registrable Transfer of Land for the Property subject to such trust conditions as the Village’s solicitor deems appropriate.
4.2. The Village shall not be required to transfer title to the Property to the Purchaser unless and until all payments set out herein have been made by the Purchaser.
4.3. The Purchaser will provide the Village’s solicitor with a registrable Transfer Back for the Property.
4.4. The Village reserves the right to register any encumbrances, as required by the Village, prior to transfer of title of the Property to the Purchaser including any caveat with respect to this Agreement.
4.5. The sale of the Property shall be subject to the exceptions, conditions and reservations expressed in the original grant of land from the Crown or expressed or implied in the existing Certificate of Title and any and all Encumbrances registered against the certificate of title. For the purposes of this Agreement, an “Encumbrance” includes but is not limited to any encumbrance:
a. restricting the development of the Property (including but not limited to building setbacks, height restrictions and parking restrictions),
b. notifying prospective Purchasers and landowners in the vicinity regarding unique features of the Property or land in the vicinity of the Property, c. easements, utility rights-of-way and restrictive covenants, and d. encumbrances, liens or charges as may have been made or suffered by the Purchaser and provided however that the Village may provide the Purchaser together with the Transfer of Land an undertaking from its solicitor to discharge some or all of the non- permitted encumbrances which remain on title within a reasonable period of time after registration of the Transfer and payment of the Purchase Price.
4.6. The Purchaser acknowledges and agrees that it is solely the responsibility of the Purchaser to review, investigate and make inquiries into:
