Conditions Applicable to Transfers Clause Samples

The "Conditions Applicable to Transfers" clause sets out the specific requirements and criteria that must be met before a transfer of rights, assets, or obligations can take place under an agreement. Typically, this clause may require obtaining prior written consent from certain parties, fulfilling regulatory or legal prerequisites, or ensuring that the transferee meets defined qualifications. By establishing clear conditions for transfers, the clause helps prevent unauthorized or inappropriate assignments, thereby protecting the interests of all parties involved and maintaining the integrity of the contractual relationship.
Conditions Applicable to Transfers. Notwithstanding anything to the contrary contained in this Agreement: (a) Any sale, assignment or transfer, whether direct or indirect, of any LLC Interest shall be made in full compliance with (i) all applicable statutes, law, ordinances, rules and regulations of all Federal, state and local governmental bodies, agencies and subdivisions having jurisdiction over the Property and (ii) the contracts, deeds of trust, mortgages, certificates, easement agreements, insurance policies, service agreements and any other agreements affecting the Property, so that the operation of the Property can continue without interruption and without violation of any applicable law or any such instruments. (b) No change in ownership of the LLC Interest of any Member shall be binding upon the LLC or any other Member unless and until (i) true copies of instruments of transfer executed and delivered pursuant to or in connection with such transfer shall have been delivered to all Members; (ii) the transferee shall have delivered to all Members an executed and acknowledged assumption agreement pursuant to which the transferee assumes all of the obligation of the transferor hereunder, and agrees to be bound by all of the provisions of this Agreement (including, without limitation, if pursuant to the provisions of this Agreement, the transferee is to become, as a result of such transfer, a Member of the LLC, an acknowledgment thereof); (iii) the Members shall have consented thereto; and
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Conditions Applicable to Transfers. Notwithstanding anything to ---------------------------------- the contrary contained in this Agreement: (a) Any sale, assignment or transfer, whether direct or indirect, of any Interest shall be made in full compliance with all applicable statutes, law, ordinances, rules and regulations of all Federal, state and local governmental bodies, agencies and subdivisions having jurisdiction over the Company and its assets. (b) No Transfers of the ownership interest of any Member shall be binding upon the Company or any other Member unless and until (i) true copies of instruments of transfer executed and delivered pursuant to or in connection with such transfer shall have been delivered to the Board; (ii) the transferee shall have delivered to the Board an executed and acknowledged assumption agreement pursuant to which the transferee assumes to be bound by all of the provisions of this Agreement (including, without limitation, if pursuant to the provisions of this Agreement, the transferee is to become, as a result of such transfer, a Member of the Company, an acknowledgment thereof); (iii) the transferee shall have executed, acknowledged and delivered any instruments required under the Act to effect the transfer. (c) The transferor of an Interest shall remain liable after such Transfer for all of its obligations under this Agreement (including without limitation its indemnification obligations and its obligations under Article X), unless otherwise agreed in writing by Crescent (in the event of a Transfer by Reckson (or any successors or assigns of Reckson) or Reckson (in the event of a Transfer by Crescent or any successors or assigns of Crescent) or by the Board (in the event of a Transfer by any other Member). (d) Upon any transfer of a portion of Crescent's Interest, all consent and voting rights of Crescent shall be exercisable only by Crescent, but shall no longer be exercisable by Crescent if Crescent shall retain less than 25 percent of its original Interest. Upon any transfer of Crescent's entire Interest, all such consent and voting rights of Crescent shall be exercisable by such transferee. Notwithstanding the foregoing, the right of Crescent to elect a minimum of one Representative to the Board pursuant to the final clause of the last sentence of Section 5.1(e) and the notice and meeting attendance rights of Crescent under Section 5.4(f) shall be transferable as set forth therein.
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Conditions Applicable to Transfers 
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Related to Conditions Applicable to Transfers

  • General Conditions Applicable to Option to Build If the Interconnection Customer assumes responsibility for the design, procurement and construction of the Participating TO's Interconnection Facilities and Stand Alone Network Upgrades, (1) the Interconnection Customer shall engineer, procure equipment, and construct the Participating TO's Interconnection Facilities and Stand Alone Network Upgrades (or portions thereof) using Good Utility Practice and using standards and specifications provided in advance by the Participating TO; (2) The Interconnection Customer’s engineering, procurement and construction of the Participating TO's Interconnection Facilities and Stand Alone Network Upgrades shall comply with all requirements of law to which the Participating TO would be subject in the engineering, procurement or construction of the Participating TO's Interconnection Facilities and Stand Alone Network Upgrades; (3) the Participating TO shall review, and the Interconnection Customer shall obtain the Participating TO’s approval of, the engineering design, equipment acceptance tests, and the construction of the Participating TO's Interconnection Facilities and Stand Alone Network Upgrades, which approval shall not be unreasonably withheld, and the CAISO may, at its option, review the engineering design, equipment acceptance tests, and the construction of the Participating TO's Interconnection Facilities and Stand Alone Network Upgrades; (4) prior to commencement of construction, the Interconnection Customer shall provide to the Participating TO, with a copy to the CAISO for informational purposes, a schedule for construction of the Participating TO's Interconnection Facilities and Stand Alone Network Upgrades, and shall promptly respond to requests for information from the Participating TO; (5) at any time during construction, the Participating TO shall have the right to gain unrestricted access to the Participating TO's Interconnection Facilities and Stand Alone Network Upgrades and to conduct inspections of the same; (6) at any time during construction, should any phase of the engineering, equipment procurement, or construction of the Participating TO's Interconnection Facilities and Stand Alone Network Upgrades not meet the standards and specifications provided by the Participating TO, the Interconnection Customer shall be obligated to remedy deficiencies in that portion of the Participating TO's Interconnection Facilities and Stand Alone Network Upgrades; (7) the Interconnection Customer shall indemnify the CAISO and Participating TO for claims arising from the Interconnection Customer's construction of the Participating TO's Interconnection Facilities and Stand Alone Network Upgrades under the terms and procedures applicable to Article 18.1

  • Conditions Applicable to Insurance All policies of insurance required by this solicitation or any Contract resulting from this solicitation must meet the following requirements:

  • Conditions Applicable to All Sale and Purchase Transactions (a) Any transaction effected under this Article X or in connection with the acquisition of additional Collateral Loans shall be conducted on an arm’s length basis and, if effected with a Person that is an Affiliate of the Collateral Manager (or with an account or portfolio for which the Collateral Manager or any of its Affiliates serves as investment adviser), shall be on terms no less favorable to the Borrower than would be the case if such Person were not such an Affiliate or as otherwise expressly permitted in this Agreement. (b) Upon each contribution of one or more Collateral Loans from the BDC to the Borrower and upon each acquisition by the Borrower of a Collateral Loan from the BDC, the Collateral Manager or any of their respective Affiliates (each such contribution or other such acquisition, an “Affiliate Loan Acquisition”) (i) all of the Borrower’s right, title and interest to such Collateral Loan shall be subject to the Lien granted to the Collateral Agent pursuant to this Agreement and (ii) such Collateral Loan shall be Delivered to the Collateral Agent (or the Custodian on its behalf, as applicable), provided, that, notwithstanding the foregoing, the Related Documents and Loan Checklist may be delivered within ten (10) Business Days of the contribution or acquisition. (c) The Aggregate Principal Balance of the Collateral Loan(s) which are the subject of any sale to an Affiliate of the Borrower under this Article X or substitution pursuant to Section 10.03, together with the sum of the Aggregate Principal Balance of all Collateral Loans sold to Affiliates or substituted in the 12 month period preceding the proposed date of sale or substitution (or such lesser number of months as shall have elapsed since the Closing Date) shall not exceed 20% of the Net Purchased Loan Balance; provided that, the sum of the Aggregate Principal Balance of all Defaulted Collateral Loans or Ineligible Collateral Loans sold to Affiliates or substituted in the 12 month period preceding the proposed date of sale or substitution (or such lesser number of months as shall have elapsed since the Closing Date) shall not exceed 10% of the Net Purchased Loan Balance. For the avoidance of doubt, the foregoing limitations shall not apply (i) to Warranty Loans (as defined in the Purchase and Sale Agreement) or (ii) where Collateral Loans are sold by the Borrower in connection with a Permitted Securitization.

  • Provisions Applicable to FMR Fiioc and FSC 1. For the services and facilities to be furnished hereunder, the Adviser shall receive a monthly management fee, payable monthly by each class of the Fund as soon as practicable after the last day of each month, composed of a Basic Fee and a Performance Adjustment. Except as otherwise provided in sub-paragraph (e) of this paragraph 1, the Performance Adjustment is added to or subtracted from the Basic Fee depending on whether the Fund experienced better or worse performance than an appropriate index (the “Index”). The Performance Adjustment is not cumulative. An increased fee will result even though the performance of the Fund over some period of time shorter than the performance period has been behind that of the Index, and, conversely, a reduction in the fee will be made for a month even though the performance of the Fund over some period of time shorter than the performance period has been ahead of that of the Index. The Basic Fee for a class and the Performance Adjustment will be computed as follows:

  • General Conditions Applicable to Insurance All policies of insurance required by this section shall comply with the following requirements: