Common use of Xxxxxxx Permitted Transfers Clause in Contracts

Xxxxxxx Permitted Transfers. Notwithstanding the provisions of Section 8.1.1 above, without the consent of the PB Member, the Denihan Member may permit Transfers (a) pursuant to a Pledge Agreement, or (b) in the direct and indirect ownership interests in the Xxxxxxx Member by any individual to another member of his or her Family Group, provided that the direct or indirect ownership interest of the Denihan Member in the Company shall be controlled by Xxxxxx Xxxxxxx, Xxxxxxx Xxxxxxx or other persons actively involved in the day to day affairs of the Company or the Hotel Manager. For the avoidance of doubt, no direct Membership Interest of the Denihan Member in the Company may be transferred without the PB Member’s prior consent, which consent may be granted or withheld in the PB Member’s sole discretion. As used in this paragraph, “Family Group” means, with respect to any individual, such individual’s spouse and descendants (whether natural or adopted) and any trust, partnership, limited liability company or similar vehicle established and maintained for the benefit of (or the sole members, partners or owners of which are) such individual, such individual’s spouse and/or such individual’s descendants.

Xxxxxxx Permitted Transfers. Notwithstanding the provisions of Section 8.1.1 above, without the consent of the PB Member, the Denihan Xxxxxxx Member may permit Transfers Transfers (a) pursuant to a Pledge Agreement, or (b) in the direct and indirect ownership interests in the Xxxxxxx Member by any individual to another member of his or her Family Group, provided that the direct or indirect ownership interest of the Denihan Xxxxxxx Member in the Company shall be controlled by Xxxxxx Xxxxxxx, Xxxxxxx Xxxxxxx or other persons actively involved in the day to day affairs of the Company or the Hotel Manager. For the avoidance of doubt, no direct Membership Interest of the Denihan Member in the Company may be transferred without the PB Member’s prior consent, which consent may be granted or withheld in the PB Member’s sole discretion. As used in this paragraph, “Family Group” means, with respect to any individual, such individual’s spouse and descendants (whether natural or adopted) and any trust, partnership, limited liability company or similar vehicle established and maintained for the benefit of (or the sole members, partners or owners of which are) such individual, such individual’s spouse and/or such individual’s descendants.