Transfer or Further Encumbrance of Property Sample Clauses

Transfer or Further Encumbrance of Property. (a) Without Mortgagee’s prior written consent, which consent may be granted or withheld in Mortgagee’s sole and absolute discretion, Mortgagor shall not, except as permitted in Section 5.3, (i) sell, assign, convey, transfer or otherwise dispose of any legal, beneficial or equitable interest in any of the Property, (ii) permit or suffer any owner, directly or indirectly, of any beneficial interest in the Property or Mortgagor to transfer such interest, whether by transfer of partnership, membership, stock or other beneficial interest in any entity or otherwise, or (iii) mortgage, hypothecate or otherwise encumber or permit to be encumbered or grant or permit to be granted a security interest in all or any part of the Property or Mortgagor or any beneficial or equitable interest in either the Property or Mortgagor. The provisions of this Section shall not prohibit transfers of title or interest under any will or testament or applicable law of descent. (b) Notwithstanding the provisions of Section 5.4(a) to the contrary, Mortgagor may transfer the Property or any beneficial interest in Mortgagor provided that (i) the transferee of the Property (in the case of a transfer of the Property) or the surviving entity (in the case of a transfer of any beneficial interest in Mortgagor) is a wholly owned subsidiary of Guarantor (and such other entity shall be a single purpose entity and shall expressly assume the obligations of Borrower under the Loan Documents in documentation satisfactory to Lender in form and content) and (ii) immediately before and immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing. Mortgagor shall be responsible for all out–of–pocket expenses incurred by Mortgagee in connection with such transfer, including without limitation reasonable attorney’s fees. (c) Notwithstanding the provisions of Section 5.4(a), so long as (i) Mortgagor is a wholly owned subsidiary of Guarantor and Guarantor controls Mortgagor and (ii) Guarantor is an Independent Publicly Traded Entity, there shall be no restrictions on the sale or transfer of stock in Guarantor. As used herein, the term “Independent Publicly Traded Entity” means a corporation (1) whose stock is publicly traded on the New York Stock Exchange, American Stock Exchange, NASDAQ market or similar national or nationally recognized stock exchange or over the...
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Transfer or Further Encumbrance of Property. (a) Without Beneficiary’s prior written consent, which consent may be granted or withheld in Beneficiary’s sole and absolute discretion, Trustor shall not (i) sell, assign, convey, transfer or otherwise dispose of any legal, beneficial or equitable interest in all or any part of the Property, (ii) permit or suffer any owner, directly or indirectly, of any beneficial interest in the Property or Trustor to transfer such interest, whether by transfer of partnership, membership, stock or other beneficial interest in any entity or otherwise, or (iii) mortgage, hypothecate or otherwise encumber or permit to be encumbered or grant or permit to be granted a security interest in all or any part of the Property or Trustor or any beneficial or equitable interest in either the Property or Trustor. The provisions of this Section shall not prohibit transfers of title or interest under any will or testament or applicable law of descent. (b) Notwithstanding the provisions of Section 5.4(a), the initial Trustor named herein shall have the right to modify its organizational documents and/or structure without Beneficiary’s consent provided that such modifications do not result in a violation this Section 5.4. In addition, the provisions of this Section 5.4 shall not prohibit transfers, pledges or the incurring of debt or other liabilities or obligations, or the signing of guarantees or other agreements by (or impose any financial covenants of any kind, including, without limitation, net worth requirements, on) KBS Limited Partnership or any of the direct or indirect owners of KBS Limited Partnership, provided that (i) KBS Real Estate Investment Trust, Inc. (“KBS REIT”) continues to directly or indirectly own Trustor and (ii) the sole asset manager of KBS REIT is any one or more of the following: (A) an entity indirectly or directly owned and controlled by Xxxxx Xxxx and/or Xxxxxxx Xxxxxxxxx, Xx., or (B) an entity reasonably acceptable to Beneficiary using commercial standards customarily applied by prudent institutional mortgage lenders for similar loans. (c) Notwithstanding the provisions of Section 5.4(a) to the contrary, Beneficiary shall permit transfer of the Property twice, provided that all of the following conditions are satisfied with respect to each such transfer: (i) no Event of Default has occurred and is continuing; (ii) Trustor has paid to Beneficiary an assumption fee of one percent (1%) of the outstanding principal balance of the Secured Obligations; (iii) if...
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Transfer or Further Encumbrance of Property. (a) Without Beneficiary’s prior written consent, which consent may be granted or withheld in Beneficiary’s sole and absolute discretion, Grantor shall not (i) sell, assign, convey, transfer or otherwise dispose of any direct or indirect legal, beneficial or equitable interest in all or any part of the Property, (ii) permit or suffer any owner, directly or indirectly, of any beneficial interest in the Property or Grantor to transfer such interest, whether by transfer of partnership, membership, stock or other beneficial interest in any entity or otherwise, or (iii) mortgage, pledge, hypothecate or otherwise encumber or permit to be encumbered or grant or permit to be granted a security interest in all or any part of, or a direct or indirect interest in, the Property or Grantor or any beneficial or equitable interest in either the Property or Grantor. The provisions of this Section shall not prohibit transfers of title or interest under any will or testament or applicable law of descent. (b) Notwithstanding anything to the contrary in this Section 5.4:
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Transfer or Further Encumbrance of Property. (a) Except as permitted in Section 5.4 of the First Security Instrument (which provisions of Section 5.4 of the First Security Instrument are incorporated herein by reference as if set forth herein in full, and shall survive any foreclosure, reconveyance or release of the First Security Instrument as continuing provisions of this Security Instrument), without Beneficiary’s prior written consent, which consent may be granted or withheld in Beneficiary’s sole and absolute discretion, Grantor shall not (i) sell, assign, convey, transfer or otherwise dispose of any direct or indirect legal, beneficial or equitable interest in all or any part of the Property, (ii) permit or suffer any owner, directly or indirectly, of any beneficial interest in the Property or Grantor to transfer such interest, whether by transfer of partnership, membership, stock or other beneficial interest in any entity or otherwise, or (iii) mortgage, pledge, hypothecate or otherwise encumber or permit to be encumbered or grant or permit to be granted a security interest in all or any part of, or a direct or indirect interest in, the Property or Grantor or any beneficial or equitable interest in either the Property or Grantor. The provisions of this Section shall not prohibit transfers of title or interest under any will or testament or applicable law of descent. Consent to one such transfer or encumbrance by Beneficiary shall not be deemed a waiver to require such consent to further or future transfers or encumbrances, provided that Beneficiary’s consent to any such transfer or encumbrance under the First Security Instrument shall be deemed its consent to the same under this Security Instrument.
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Transfer or Further Encumbrance of Property. Without the prior written consent of Mortgagee, which may be withheld for any reason, Mortgagor will not sell, lease, convey, assign, or otherwise transfer, dispose of, or be divested of its title to, or mortgage, convey security title to, or otherwise encumber or cause to be encumbered, the Property or any part thereof or interest therein in any manner or way, whether voluntary or involuntary, or cause or permit to occur any of the following: (a) any merger, consolidation or dissolution involving the sale or transfer of the Property; (b) the transfer of any interest in any Mortgagor, or in any partnership which is a direct or indirect General Partner of any Mortgagor, which transfer constitutes a transfer of any General Partnership interest in Mortgagor; or (c) the conversion of any such general partnership interest to a limited partnership interest. Upon the occurrence of any such transfer, encumbrance, or other event, the entire balance of the Note, plus any applicable prepayment premium, shall become immediately due and payable at the option of Mortgagee. Consent to one such transfer or encumbrance by Mortgagee shall not be deemed a waiver to require such consent to further or future transfers or encumbrances. This provision shall not apply to transfers of title or interest under any will or testament or applicable law of descent.
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Transfer or Further Encumbrance of Property. (a) Without Beneficiary’s prior written consent, which consent may be granted or withheld in Beneficiary’s sole and absolute discretion, Trustor shall not (i) sell, assign, convey, transfer or otherwise dispose of any legal, beneficial or equitable interest in all or any part of the Property, (ii) permit or suffer any owner, directly or indirectly, of any beneficial interest in the Property or Trustor to transfer such interest, whether by transfer of partnership, membership, stock or other beneficial interest in any entity or otherwise, or (iii) mortgage, hypothecate or otherwise encumber or permit to be encumbered or grant or permit to be granted a security interest in all or any part of the Property or Trustor or any beneficial or equitable interest in either the Property or Trustor. The provisions of this Section shall not prohibit transfers of title or interest under any will or testament or applicable law of descent. (b) Notwithstanding the provisions of Section 5.4(a) to the contrary. Beneficiary’s prior written consent shall not be required for the following transfers (each a “Permitted Transfer”): (i) the transfer of limited partnership interests in Guarantor; (ii) the transfer of up to forty-nine percent (49%) of the membership and/or beneficial ownership interests in (A) Glenborough Acquisition, LLC or (B) Glenborough Holdings, LLC or (iii) the conversion of a portion of the general partnership interests to limited partnership interests, or transfers of limited partnership interests, in Glenborough Fund XIV, L.P., provided that, at all times during the term of the Loan and following any such Permitted Transfer, Xxxxxx Xxxxxxx, or a wholly owned subsidiary or other affiliate of Xxxxxx Xxxxxxx which it controls, shall retain management control over Guarantor and Trustor.
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Transfer or Further Encumbrance of Property. (a) Except as provided in Sections 5.4(b) and 5.4(c) hereof, without Mortgagee’s prior written consent, which consent may be granted or withheld in Mortgagee’s sole and absolute discretion, Mortgagor shall not (a) directly or indirectly sell, assign, convey, transfer or otherwise dispose of any legal, beneficial or equitable interest in all or any part of the Property, (b) permit or suffer any owner, directly or indirectly, voluntarily or involuntarily, of any direct or indirect ownership or beneficial interest in the Property or Mortgagor to transfer such interest, whether by transfer of partnership, membership, stock or other beneficial interest in any entity or otherwise, or (c) mortgage, pledge, hypothecate or otherwise encumber or permit to be encumbered or grant or permit to be granted a security interest in all or any part of the Property or Mortgagor or any direct or indirect legal beneficial or equitable interest in the Property or Mortgagor. (b) Notwithstanding the provisions of Section 5.4(a), Xxxx Xxxxxx, Xxxxxxx Xxxxxx, Xxxxx Xxxxxxxx and Xxxxxxx Xx (individually known as a “Principal”, and, collectively, known as the “Principals”) may transfer their respective interests in Mortgagor without violating the provisions of Section 5.4(a), provided that each of the following conditions (the “Transfer Conditions”) are satisfied with respect to each such transfer: (i) The Principals, any lineal descendant of any Principal, any spouse of any Principal or any such lineal descendant, and/or one or more of or any combination of the foregoing, continue to be in control and be the managers or managing members of the Borrowers, and the Principals, any lineal descendant of any Principal, any spouse of any Principal or any such lineal descendant, any trust for the benefit of one or more of the foregoing, any other entity wholly owned by one or more of the foregoing, and/or one or more of or any combination of the foregoing, continue to own, directly or indirectly, not less than twenty percent (20%) of the ownership interests in the Borrowers; (ii) There is no Event of Default at the time of such transfer; (iii) If a change in the Property Manager for the Property (not a change in the manager or managing member of Mortgagor) will result from such transfer, Mortgagor shall enter into a Management Agreement with a Property Manager that has reasonably satisfactory experience operating and leasing property similar to the Property and that has a term no greater tha...
Sample 1
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Transfer or Further Encumbrance of Property. Without the prior written consent of Mortgagee, which may be withheld for any reason, Mortgagor will not sell, lease, convey, assign, or otherwise transfer, dispose of, or be divested of its title to, or mortgage, convey security title to, or otherwise encumber or cause to be encumbered, the Property or any part thereof or interest therein in any manner or way, whether voluntary or involuntary, or cause or permit to occur any of the following: (a) any merger, consolidation or dissolution involving, or the sale or transfer of all or substantially all of the assets of, Mortgagor or any general partner of Mortgagor; (b) the transfer (at one time or over any period of time) of 10% or more of the voting stock of (i) a corporate Mortgagor, (ii) any corporate general partner of Mortgagor, or (iii) any corporation which is the direct or indirect owner of 10% or more of the voting stock of any Mortgagor or any general partner of Mortgagor; (c) the transfer of any general partnership interest in any Mortgagor or in any partnership which is a direct or indirect general partner of Mortgagor; (d) the conversion of any such general partnership interest to a limited partnership interest; (e) the transfer (at one time or over any period of time) of 10% or more of the membership or beneficial interest in any Mortgagor (if any Mortgagor is a limited liability company); or (f) the transfer (at one time or over any period of time) of 10% or more of the certificates of participation or shares of any Mortgagor (if any Mortgagor is a Massachusetts business trust). Upon the occurrence of any such transfer, encumbrance, or other event, the entire balance of the Note, plus any applicable prepayment premium, shall become immediately due and payable at the option of Mortgagee. Consent to one such transfer or encumbrance by Mortgagee shall not be deemed a waiver to require such consent to further or future transfers or encumbrances. This provision shall not apply to transfers of title or interest under any will or testament or applicable law of descent. Notwithstanding the foregoing to the contrary, (1) Mortgagee shall permit transfers of the shares of Guarantor (a "Guarantor Transfer") in connection with the sale of all of the shares of Guarantor to an individual or entity previously approved in writing by Mortgagee in its sole discretion, or, in all other cases, provided that the Xxxxxxxxx family, or any of them, shall at all times during which any Secured Obligation shall remain ou...
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Transfer or Further Encumbrance of Property 
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Related to Transfer or Further Encumbrance of Property

  • Transfer or Encumbrance Pledgor will not (i) sell, assign (by operation of law or otherwise) or transfer Pledgor's rights in any of the Collateral, (ii) xxxxx x xxxx or security interest in or execute, file or record any financing statement or other security instrument with respect to the Collateral to any party other than Secured Party, or (iii) deliver actual or constructive possession of any certificate, instrument or document evidencing and/or representing any of the Collateral to any party other than Secured Party.

  • Conveyance of Property In exchange for the payment of both the Purchase Price and the Buyer’s Premium in accordance with Sections 1 and 2 above, Oceaneering shall issue to Buyer a Xxxx of Sale in the form attached hereto as Schedule 2 and incorporated herein for all purposes, whereby Seller shall TRANSFER, CONVEY, SELL, DELIVER and ASSIGN to Buyer the Property in its present condition and location, free and clear of all liens, claims and other encumbrances. The Xxxx of Sale may be issued electronically and Title to the Property, including all risk of loss, shall transfer to Buyer immediately upon receipt of the Xxxx of Sale. The date on which Sellers issue the Xxxx of Sale to Buyers shall hereinafter also be referred to as the “Closing Date”.

  • Transfer of Property On the date set forth above, the Grantor transferred to the Trust Estate and assets described in Attachment A which is attached and incorporated into the Trust. The Grantor or someone acting on the Grantor’s behalf may transfer property, during the life of the Grantor or by the Grantor’s Will, to the Trust and list such property on Attachment A. The Grantor, along with any other individual, may transfer property to the ownership of the Trust. Property may be added to the Trust by writing in Attachment A, by attached receipt, or by placing the property under the ownership of the Trust. Attachment A is for reference only, and any property transferred to the Trust formally or informally, but not listed on Attachment A, is also part of the Trust. All property transferred to the Trust formally or informally, together with the investments and reinvestments, as well as any income earned is sometimes collectively referred to herein as the "Trust Estate". All property transferred to or deposited with the Trustee shall be held by it in trust for the uses and purposes stated herein.

  • Removal of Property Upon expiration or earlier termination of this Lease, Tenant may remove its trade fixtures, office supplies and office furniture and equipment if (a) such items are readily moveable and are not attached to the Premises; (b) such removal is completed prior to the expiration or earlier termination of this Lease; (c) Tenant is not in default of any covenant or condition of this Lease at the time of such removal; and (d) Tenant immediately repairs all damage caused by or resulting from such removal. All other property in the Premises and any Tenant Alterations (including, wall-to-wall carpeting, paneling, wall covering or lighting fixtures and apparatus) or any other article affixed to the floor, walls, ceiling or any other part of the Premises or Building, shall become the property of Landlord and shall remain upon and be surrendered with the Premises, except as may be otherwise provided in the paragraph captioned "Tenant Alterations" or the paragraph captioned "Tenant's Contribution to Tenant Improvement Costs". Tenant waives all rights to any payment or compensation for such property. If, at the expiration or earlier termination of this Lease or at such time as Landlord exercises its right of re-entry, Tenant has failed to remove any property from the Premises, Building or Land which it is entitled or required to remove as provided in this Lease, Landlord may, at its option, remove and store such property without liability for loss of or damage to such property, such storage to be for the account and at the expense of Tenant. If Tenant fails to pay the cost of storing any such property, Landlord may, at its option, after it has been stored for a period of twenty (20) Business Days or more, sell or permit to be sold, any or all such property at public or private sale (and Landlord may become a purchaser at such sale), in such manner and at such times and places as Landlord in its sole discretion may deem proper, without notice to Tenant, and Landlord shall apply the proceeds of such sale: first, to the cost and expense of such sale, including reasonable attorney's fees actually incurred; second, to the payment of the costs or charges for storing any such property; third, to the payment of any other sums of money which may then be or later become due Landlord from Tenant under this Lease; and, fourth, the balance, if any, to Tenant.

  • ACCEPTANCE OF PROPERTY Buyer, upon accepting Title or transfer of possession of the Property, shall be deemed to have accepted the Property in its then condition. No warranties, expressed or implied, by Xxxxxxx, or Seller’s Broker and/or their associated licensees, with reference to the condition of the Property, shall be deemed to survive the Closing.

  • Maintenance of Property The Company shall maintain, and shall cause each Subsidiary to maintain, and preserve all its property which is used or useful in its business in good working order and condition, ordinary wear and tear excepted and make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

  • Effect of Prohibited Transfer The Company shall not be required (a) to transfer on its books any of the Shares which shall have been sold or transferred in violation of any of the provisions set forth in this Agreement, or (b) to treat as owner of such Shares or to pay dividends to any transferee to whom any such Shares shall have been so sold or transferred.

  • SALE OF PROPERTY If the Premises is sold, the Tenant is to be notified of the new Owner, and if there is a new Manager, their contact details for repairs and maintenance shall be forwarded. If the Premises is conveyed to another party, the new owner: (check one)

  • Maintenance of Properties and Leases Each Loan Party shall, and shall cause each of its Subsidiaries to, maintain in good repair, working order and condition (ordinary wear and tear excepted) in accordance with the general practice of other businesses of similar character and size, all of those properties useful or necessary to its business, and from time to time, such Loan Party will make or cause to be made all appropriate repairs, renewals or replacements thereof.

  • Acquisition of Property The Contractor shall document that all property was acquired consistent with its engineering, production planning, and property control operations.

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