Transfer to Affiliate. Despite any other provision of this Lease, Landlord's consent is not required for any Transfer to an Affiliate, as defined in subsection 17.7.3, as long as the following conditions are met:
(a) At least ten (10) business days before the Transfer, Landlord receives written notice of the Transfer (as well as any documents or information reasonably requested by Landlord regarding the Transfer or Transferee);
(b) The Transfer is not a subterfuge by Tenant to avoid its obligations under the Lease;
(c) If the Transfer is an assignment, Transferee assumes in writing all of Tenant's obligations under this Lease relating to the Subject Space; and
(d) Transferee has a tangible net worth, as evidenced by financial statements delivered to Landlord and certified by an independent certified public accountant in accordance with generally accepted accounting principles that are consistently applied (Net Worth), at least equal to Tenant's Net Worth either immediately before the Transfer or as of the date of this Lease, whichever is greater.
Transfer to Affiliate. Subject to Section 4.3 hereof, a Partner (the "Transferor Partner") may transfer its entire Partnership Interest to any Affiliate of the Transferor Partner or to another transferee in accordance with the express provisions of Section 5.5 of the Agency Agreement. As used in this Agreement, an "Affiliate" of a party is any corporation or entity that directly or indirectly wholly owns such party, is directly or indirectly wholly-owned by such party, or is directly or indirectly wholly-owned by any other Affiliate of such party.
Transfer to Affiliate. Tenant may assign this Lease or sublet the --------------------- Premises or any portion thereof, without Landlord's consent, to any corporation or other entity that controls, is controlled by, or is under common control with Tenant, or to any corporation or other entity resulting from a merger or consolidation with Tenant, or to any person or entity that acquires substantially all the assets of Tenant as a going concern (collectively, an "Affiliate"), provided that the Affiliate assumes in writing all of Tenant's obligations under this Lease.
Transfer to Affiliate. Notwithstanding anything herein to the contrary, UBS Limited may transfer the Purchase Shares to any affiliate of UBS Limited, together with all of UBS Limited's rights hereunder; provided that (i) such affiliate shall assume and be subject to all of UBS Limited's obligations hereunder; (ii) such affiliate shall be an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act; and (iii) such transfer shall be consistent with the investment representations set forth at Section 6.1 hereto. In the event of such an assignment, such affiliate shall in all respects be substituted for UBS Limited as a party hereto.
Transfer to Affiliate. Notwithstanding anything to the contrary contained in this provision of this Article 13, Tenant shall have the right to assign this Lease, or sublet all or a portion of the Premises, without Landlord's consent, to Tenant's parent or to any entity of which Tenant has a majority ownership and voting control interest, provided that Tenant shall remain liable under this Lease, notwithstanding such assignment or sublease, and further provided that any Tenant Improvements in connection with such subletting are performed in accordance with the terms and conditions of this Lease and the use of the Premises is consistent with the use set forth in Article 2.C. hereof.
Transfer to Affiliate. BS acknowledges that MR may open a new company and that, once opened and registered, BS agrees that MR may transfer and convey all of his rights, obligations, title and interest in, to and under this Agreement to such company without the need for any further action or consent on the part of BS (it being understood that such company will formally acknowledge such transfer and conveyance for its own internal purposes).
Transfer to Affiliate. Notwithstanding any provision contained in the Section 14 to the contrary, Tenant shall have the right, without the consent of Landlord, upon ten (10) days prior written notice to Landlord, to transfer Tenant's interest in this Lease to an "Affiliate" of Tenant, and the provisions of Sections 14.2, 14.3 and 14.7 shall not apply with respect to the transfer to the Affiliate, but the transfer to the Affiliate shall be subject to all other terms and conditions of this Lease, including the provisions of this Section 14.
Transfer to Affiliate. 5.3.1 Either Party is entitled to Transfer its Shares to one or more of its Affiliate provided that such Affiliate enters into an Affiliate Deed of Adherence to be bound by the provisions of this Agreement.
5.3.2 In the event that any Person holding Shares in accordance with the provisions of this Agreement by virtue of being an Affiliate of a Party ceases to be an Affiliate of such Party, such Party shall acquire or cause any of its other Affiliate to acquire, full and unconditional title in and to all of the Shares then held by such Person ceasing to qualify as an Affiliate.
5.3.3 Any Party entitled to purchase Shares under this Article 5 shall have the right to designate any of its Affiliate(s) to purchase the Shares, in place and stead of such Party.
5.3.4 The provisions of Article 5.2 (Restriction on Transfer) shall apply to an Affiliate to whom any Shares have been transferred under this Article 5.
5.3.5 Notwithstanding any provisions to the contrary in this Agreement, if any Party transfers part of its Shares to any Affiliate or additional Shares are issued to any Affiliates of such Party (i) all of such Party, and/or Affiliates (Collectively, the "Shareholder Group") shall be treated as a single Party qua such Party. A breach by any one person in the Shareholder Group of its rights, obligations, covenants or undertakings hereunder shall be deemed as a collective breach by the other members of the Shareholder Group of their respective rights, obligations, covenants or undertakings hereunder, and (ii) JG and IFFCO shall (a) act for and on behalf of each member of their respective Shareholder Group under this Agreement in respect of any right, action or waiver to be exercised by any member of their Shareholder Group (including the nomination, replacement or removal of the Directors) and (b) be responsible for causing each of the members of the Shareholder Group to perform its obligations, covenants and undertakings hereunder.
Transfer to Affiliate. Notwithstanding anything to the contrary in Section 24.1, but subject to the provisions of Section 24.7 above, Lessor's consent shall not be required in connection with and the provisions of Section 24.2 above shall not apply to, any Transfer to an Affiliate of Lessee, including any assignment of this Lease or any Master Sublease of the Leased Property to any Affiliate of Lessee, so long as in connection therewith, each of the following conditions is met:
(a) In connection with such Transfer, there is no change in the use of the Leased Property from the Primary Intended Use except for a change in use to another Permitted Use as herein provided;
(b) Except in the case of a Transfer resulting from merger or consolidation as to which Lessee is not the surviving party and in which the transferee assumes the obligations of Lessee hereunder as a matter of law, any Affiliate-transferee shall assume all of the obligations of Lessee hereunder accruing subsequent to the effective date of such Transfer and by an instrument in writing in form and substance reasonably satisfactory to Lessor. A copy of such executed assumption shall be delivered to Lessor along with the notice specified in clause (e) below;
(c) Any Master Subletting shall be subject to the provisions of Section 24.3 above.
(d) Neither the original Lessee nor any Guarantor shall be released from any of the obligations of the Lessee hereunder or Guarantor under the Guaranty (or any other guaranty), as applicable, whether occurring prior to or after the effective date of such Transfer;
(e) Within ten (10) days after the effectiveness of such Transfer, Lessee shall notify Lessor in writing of the occurrence of such event, the effective date thereof, the facts placing the same within the provisions of this Section 24.9.1 (including the relationship between Lessee and such Affiliate-transferee) and any other change in the address for billings and notices to Lessee pursuxxx xx xhis Lease, accompanied by an executed copy of the assumption or Master Sublease (if any) required pursuant to this Lease.
Transfer to Affiliate. The Manager may, at its option, transfer Executive’s employment, and its obligations hereunder, to an Affiliate of the Manager or an entity under control of the Manager’s shareholders or its management team. Should this occur, the Manager agrees to guarantee all payments owed to Executive hereunder, and Executive agrees that all of his obligations and the Manager’s right hereunder shall accrue to the entity to which employment is transferred.
