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. 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 14.9. Tenant shall remain liable under this Lease after any such transfer. For the purposes of this Article 14, the term "Affiliate" of Tenant shall mean and refer to any entity controlling, controlled by or under common control with Tenant or Tenant's parent, as the case may be, or any corporation or other entity resulting from a merger or consolidation with Tenant, or to any person or entity which acquires at least ninety percent (90%) of all the assets of Tenant as a going concern. "Control" as used herein shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such controlled entity; and the ownership, or possession of the right to vote, in the ordinary direction of its affairs, of at least rift3' percent (50%) of the voting interest in any entity. Notwithstanding Tenant's right to Transfer to an Affiliate pursuant to the provisions of this Section 14.9, Tenant may not, through use of its rights under this Article 14 in two or more transactions (whether separate transactions or steps or phases of a single transaction), at one time or over time, whether by first assigning this Lease to a subsidiary and then merging the subsidiary into another entity or selling the stock of the subsidiary or by other means, assign or sublease the Premises, or transfer control of Tenant, to any person or entity which is not a subsidiary, affiliate or controlling corporation of the original Tenant, as then constituted, existing prior to the commencement of such transactions, without first obtaining Landlord's prior written consent pursuant to the provisions of Section 14.2.
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. 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. 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. 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:
Transfer to Affiliate. Notwithstanding any of the provisions in this Lease to the contrary, the original Lessee shall have the right, without the Lessor's consent, to assign this Lease to a corporation or other entity with which the Lessee may merge or consolidate, to any parent or subsidiary of the Lessee, or a subsidiary of the Lessee's parent, provided that within fifteen (15) days of such assignment, such assignee delivers to the Lessor a written agreement pursuant to which such assignee agrees to assume all of the obligations of the Lessee under this Lease and be bound by all of the terms hereof. In the event of any such assignment to a parent, affiliate or successor by merger or consolidation, no Transfer Consideration or other consideration paid to the Lessee by the assignee shall be payable to the Lessor, and none of the other provisions of this Article 11 shall be applicable to such transfer. Notwithstanding the preceding, in no event shall any such assignment relieve the original Lessee of any liability whatsoever under this Lease.
Transfer to Affiliate. In the event that the Manager transfers the Executive’s employment, and its obligations hereunder, to an Affiliate of the Manager or an entity under the control of the Manager’s equityholders or its management team, the Manager agrees to guarantee all payments owed to the Executive hereunder, and the Executive agrees that all of his obligations and the Manager’s rights hereunder shall accrue to the entity to which employment is transferred. For purposes of this Agreement, “Affiliates” shall mean any entity that is controlled by the Manager, or is under common control with the Manager.
