Transfers and Encumbrances. Describe sales, encumbrances, refinances and other transfers referred to in Section 7.5(d).
Transfers and Encumbrances. Sell, sell and leaseback, mortgage, pledge or otherwise encumber or dispose of any of Borrower's property, real or personal, now owned or hereafter acquired, or permit any lien or security interest of exist thereon, except for Permitted Liens.
Transfers and Encumbrances. Neither Borrower nor any Person shall sell, transfer, convey, assign, mortgage, encumber, pledge, hypothecate, grant a security interest in, grant options with respect to, or otherwise dispose of (directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, and whether or not for consideration or of record) all or any portion of any legal or beneficial interest in: (a) all or any portion of any Mortgage Loan; or (b) all or any ownership interest in Borrower, except for the sale or transfer of any publicly traded shares in Borrower.
Transfers and Encumbrances. 16.01 The Developer will not sell, assign, transfer or otherwise dispose of its Interest or any benefit therein, in whole or in part, without the prior written consent of the Province, provided that:
(a) the licencing or other grant to any person of any personal right to use or enjoy any Improvement or the Controlled Recreation Area or any portion thereof in the ordinary course of business of the Developer;
(b) a contract with an Independent Operator subject to and in accordance with Article X;
(c) an Acquisition of Control of the Developer or the General Partner for which notice has been given in accordance with section 14.01(y); and
(d) a transfer of limited partnership units of the Developer or shares of any person that does not constitute an Event of Default under section 15.01(m); will not be a sale, assignment, transfer or other disposition of the Interest for the purposes of this section 16.01;
16.02 The Province, acting reasonably, may refuse to consent under section 16.01:
(a) if the proposed purchaser, assignee, transferee or holder of the Interest in the opinion of the Province does not have the financial capacity and proven management ability and business experience (taking into account any management and senior staff to be retained by the purchaser, assignee, transferee or holder) to develop, operate and maintain the Improvements, the Access Routes, other than provincial or municipal highways for which the Province or municipality has indicated that the Province or municipality, as applicable, has responsibility, and the Controlled Recreation Area in accordance with the following:
(i) Industry Standards;
(ii) this Agreement and the Tenures; and
(iii) the Resort Master Plan,
(b) if the proposed purchaser, assignee, transferee or holder of the Interest does not enter into an assumption agreement with the Province in accordance with section 16.03; or
(c) where only a part of the Interest is to be sold, assigned, transferred or disposed of, if in the opinion of the Province the future viability of the Controlled Recreation Area may be prejudiced.
16.03 Following the consent by the Province under section 16.01 and the purchaser, assignee, transferee or holder of the Interest, as the case may be, executing an assumption agreement in a form satisfactory to the Province by which it agrees to be bound by all the terms, covenants, obligations and agreements contained in this Agreement and the Tenures, the Developer will be released by the Province from ...
Transfers and Encumbrances. Each Member covenants and agrees not to Transfer any of its Units and Equity Securities (including any Transfers to any Affiliate(s)), except with the prior written consent of the other Members in accordance with the terms and conditions set forth in this Agreement. The failure of any Member to comply with this Section 8.1 shall constitute a material breach of this Agreement and the non-breaching Member shall be entitled to terminate this Agreement as a result thereof in accordance with Section 16.2(j) below.
(a) Any Transfer permitted under this Agreement shall be subject to Section 8.2 below; provided, however, that for any Transfers to an Affiliate(s) of a Member: (i) the obligations of the transferor Member under this Agreement shall remain unaffected by the proposed Transfer; (ii) the transferee Affiliate executes and delivers a Joinder Agreement in accordance with Section 8.2 below; (iii) the transferor Member shall guarantee the performance by the transferee Affiliate of the obligations under the Joinder Agreement; and (iv) the transferee Affiliate undertakes to re-transfer the Units and Equity Securities back to the transferor Member in the event it is no longer an Affiliate of the transferee Affiliate, it being understood and agreed that failure to re-transfer such Units and Equity Securities within twenty (20) Business Days of the transferee Affiliate ceasing to be an Affiliate shall be deemed to be a material breach of this Agreement by the transferor Member and the transferee Affiliate.
Transfers and Encumbrances. Unless otherwise provided in this Mortgage, if, without Mortgagee's prior written consent, which shall not be unreasonably withheld, conditioned or delayed by Mortgagee, all or any part of the Mortgaged Property, or any interest therein, is sold, conveyed, leased, assigned or transferred in any manner or further encumbered by Mortgagor, whether voluntarily or by operation of law, then in that event Mortgagee may declare all sums secured by this Mortgage immediately due and payable. This provision shall not be construed to prevent Mortgagor from (i) entering into contracts to sell parcels of the Mortgaged Property which are to be released from the lien of this Mortgage at the closing of such contracts, or (ii) conveying portions of the Mortgaged Property to a property owner’s association, to the public or any other government entity, or (iii) encumbering the Mortgaged Property with the lien of financing provided for bonds issued by any CDD (defined below) and/or any and all assessment liens that shall secure bonds issued by any such CDD.
Transfers and Encumbrances. (a) Subject to Paragraph 7.8, no Member or Assignee may Transfer all or any portion of its Interest (or beneficial interest therein) to any other Person without the prior written consent of the Managing Members, which consent may be given or withheld in the Managing Members' sole and absolute discretion, provided that any Member may Transfer all or any portion of its Interest without the consent of any other Member to any Affiliate thereof so long as (a) such Affiliate remains an affiliate of the transferring Member, and (b) the admission of such Affiliate as a Substitute Member remains subject to the provisions of Paragraph 7.6. Any purported Transfer which is not in accordance with this Agreement shall be null and void. Unless and until the Person receiving an Interest Transferred pursuant to, and in accordance with, this Paragraph 7.1 is admitted as a Substitute Member pursuant to Paragraph 7.6, such Person shall be an Assignee only, and shall have only such rights as are provided for in Paragraph 7.3.
(b) No Member or Assignee may create an Encumbrance with respect to all or any portion of its Interest (or any beneficial interest therein) unless the Managing Members consent in writing thereto, which consent may be given or withheld, or made subject to such conditions as are determined by the Managing Members, in their sole and absolute discretion. Any purported Encumbrance which is not in accordance with this Agreement shall be null and void.
Transfers and Encumbrances. For the first five (5) years following the commencement of the Company, no Member may (a) withdraw as a Member of the Company, or (b) Transfer or create an Encumbrance with respect to all or any portion of its Membership Interest or Economic Interest, except with respect to Transfers to a Permitted Transferee of the transferring Member or as otherwise mutually agreed upon by a Supermajority in Interest. After the fifth anniversary of the commencement of the Company, a Member may Transfer or create an Encumbrance with respect to all or any portion of its Membership Interest or Economic Interest; provided, however, that such Transfer or Encumbrance shall be subject to and comply with the provisions of Section 8.3 and Section 8.
Transfers and Encumbrances. Obligors shall not assign, transfer, convey, encumber or hypothecate any of its direct or indirect interest in any of the Collateral or of any interest in any Obligor absent Lender’s prior written consent which may be withheld or conditioned in Lender’s sole and absolute discretion, except as expressly permitted in the Security Instruments or in Section 9.13 or Section 10 hereof. Notwithstanding the foregoing, the following transfers shall be permitted:
(a) Transfers of up to 50% of the outstanding limited partnership interests in the Borrower shall be permitted so long as the balance of the partnership interests are owned, directly or indirectly by the Guarantor which continues to control the Borrower as the sole member of Gladstone Land Partners, LLC, a Delaware limited liability company (“Gladstone Partners”), and so long as (a) such transfers shall comply with the governing documents of Borrower, all applicable state and federal laws and not result in the breach of any of the representations or warranties contained in the Loan Documents; (b) Gladstone Partners remains the general partner of the Borrower; (c) Lender shall be provided with thirty (30) days’ prior written notice of such transfer if affecting more than 25% of the total partnership interests in the Borrower, together with copies of the related documents sufficient to demonstrate compliance with Sections 4.20 and 4.21 above; (d) following the completion of such transfer, and at all times during the term of the Loan, (i) each Property Owner shall remain wholly owned and controlled by Borrower, and (ii) the Adviser, or a sub-adviser thereof, shall continue to manage, control and act as the investment adviser to the Guarantor, and indirectly to Gladstone Partners, Borrower and the Property Owners, and (iii) one or more Key Principals shall remain an executive officer or director of the Guarantor, and (iv) there shall have been no material change in the investment strategy of the Guarantor. Borrower shall provide Beneficiary with all documentation or other assurances reasonably requested by Beneficiary to demonstrate compliance with the foregoing;
(b) Transfers or issuances of publicly-traded stock in the Guarantor, provided that if more than 25% of the outstanding stock is acquired by one or more Persons, acting as a group, following the date of this Agreement, written notice of such transfer(s) shall be provided to Lender accompanied by information sufficient for Lender to confirm the continue...
Transfers and Encumbrances. 10.01 Disposing. Except as provided in Article 10.02, Article 12.02(b) and Article 12.05, Fortress will not sell, assign, transfer or otherwise dispose of any of its rights under or interest in this Agreement, any lease or right-of-way granted hereunder or any Improvements or the business or operations of Fortress in connection therewith (which specifically excludes any business or operation of Fortress arising from the Option) (collectively its “Interest”) except on a sale, assignment, transfer or other disposition of all its Interest with the prior consent in writing of the Minister, which consent will not be unreasonably withheld if:
(a) Fortress is compelled by a governmental authority of Canada to dispose of its Interest or the disposition is made after December 1, 1984 and
(b) the party acquiring the Interest is at least fifty percent (50%) owned by a party which is not a non-eligible person within the meaning of the Foreign Investment Review Act, is a high quality developer, manager and operator of a destination ski area, is of good financial standing and reputation, and enters into an agreement with the Province to perform all the obligations of Fortress under this Agreement and under the leases and rights-of-way granted hereunder.
