Due on Sale and Encumbrance; Transfers of Interests Clause Samples
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Due on Sale and Encumbrance; Transfers of Interests. (a) Except as provided in Article VIII hereof, without the prior written consent of Administrative Agent (which consent may be granted or withheld in Administrative Agent’s sole and absolute discretion), neither Borrower nor any other Person having a direct or indirect ownership or beneficial interest in Borrower shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any interest, direct or indirect, in a Restricted Party, the Property or any part thereof, whether voluntarily or involuntarily (each, a “Transfer”), in violation of the covenants and conditions set forth in the Mortgage and this Agreement (collectively, “Prohibited Transfer”).
(b) A Prohibited Transfer shall include, but not be limited to, (i) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower leasing all or a substantial part of the Property for other than actual occupancy by a Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases or any Rents other than in accordance with the Loan Documents; (iii) if a Restricted Party is a corporation, any merger, consolidation or Sale or Pledge of such corporation’s stock or the creation or issuance of new stock in one or a series of transactions; (iv) if a Restricted Party is a limited or general partnership or joint venture, any merger or consolidation or the change, removal, resignation or addition of a general partner or the Sale or Pledge of the partnership interest of any general or limited partner or any profits or proceeds relating to such partnership interests or the creation or issuance of new limited partnership interests; (v) if a Restricted Party is a limited liability company, any merger or consolidation or the change, removal, resignation or addition of a managing member or non-member manager (or if no managing member, any member) or the Sale or Pledge of the membership interest of any member or any profits or proceeds relating to such membership interest; (vi) if a Restricted Party is a trust or nominee trust, any merger, consolidation or the Sale or Pledge of the legal or beneficial interest in a Restricted Party or the creation or issuance of new legal or beneficial interests; (vii) the removal or the replacement of Manager other than in accordance with the Loan Documents; and (viii) any actio...
Due on Sale and Encumbrance; Transfers of Interests. Without the prior written consent of Lender, neither Borrower nor any other Person having a direct or indirect ownership or beneficial interest in Borrower shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any interest, direct or indirect, in the Borrower, the Property or any part thereof, whether voluntarily or involuntarily, in violation of the covenants and conditions set forth in the Mortgage and this Agreement.
Due on Sale and Encumbrance; Transfers of Interests. Without the prior written consent of Lender, which may be withheld in its sole discretion, the Loan shall become due and payable upon the occurrence of any Transfer (as defined below), except for Permitted Encumbrances and Permitted Transfers. Without limiting the foregoing, other than with respect to a Permitted Transfer, without the prior written consent of Lender:
(a) neither Borrower nor any other Person having a legal or beneficial ownership or economic interest in Borrower shall: (i) Transfer, directly or indirectly, any interest in the Property or any part thereof, any Collateral or any other asset of Borrower, or mortgage, pledge or assign any other asset of Borrower, except for Permitted Encumbrances or Distributions permitted under this Agreement; (ii) further encumber, alienate, ▇▇▇▇▇ ▇ ▇▇▇▇ or ▇▇▇▇▇ any other interest in the Property or any part thereof, whether voluntarily or involuntarily, except for Permitted Encumbrances; (iii) enter into any easement or other agreement granting rights in, or restricting the use or development of, the Property, except for Permitted Encumbrances; or (iv) permit any partition of the Property;
(b) except for a Permitted Transfer, neither Borrower nor any other Person having a beneficial ownership or economic interest in Borrower shall Transfer, directly or indirectly, any ownership or economic interest in Borrower, or encumber, alienate, ▇▇▇▇▇ ▇ ▇▇▇▇ or grant any other interest in any ownership or economic interest in Borrower, whether voluntarily or involuntarily; and
(c) except for a Permitted Transfer, no new general partner, limited partner, manager or member having the ability to control the affairs of Borrower shall be admitted to or created in Borrower (nor shall any existing general partner, controlling limited partner, manager, managing member or controlling member withdraw from Borrower), and no change in Borrower’s organizational documents relating to control over Borrower and/or the Property shall be effected that would have the effect of changing the control, direct or indirect, of Borrower.
Due on Sale and Encumbrance; Transfers of Interests. Without the prior written consent of Lender, neither Borrower nor any other Person having an ownership or beneficial interest in Borrower shall sell, transfer, convey, mortgage, pledge, or assign any interest in the Project or any part thereof or further encumber, alienate, g▇▇▇▇ ▇ ▇▇▇▇ or g▇▇▇▇ any other interest in the Project or any part thereof, whether voluntarily or involuntarily, in violation of the covenants and conditions set forth in the Mortgage.
Due on Sale and Encumbrance; Transfers of Interests. (a) Without the prior approval of Lender, which may be withheld in its sole and absolute discretion, the Loan shall become due and payable upon the occurrence of any Transfer (other than a Permitted Transfer).
(b) With respect to any and all Transfer(s), if such Transfer is of five percent (5%) or more of the direct or indirect interests in Borrower (or such lesser percentage as may be required from time to time under applicable Legal Requirements), Borrower shall provide Lender with (i) prior notice of such Transfer (or if no Loan Party had prior notice of such Transfer, promptly upon any Loan Party having such knowledge), (ii) sufficient information about the transferee so that Lender may fulfill its “know your customer” requirements (which, by way of example, may include the receipt and review of copies of operating agreements, by-laws, partnership agreements, articles of incorporation, articles of organization, certificates of formation, certificates of good standing, W-9 forms, updated organizational charts, valid governmental forms of identification and such other information or documentation reasonably required by Lender with respect to such “know your customer” requirements) and (iii) such other information or documentation reasonably required by ▇▇▇▇▇▇ from time to time with respect to such “know your customer” requirements. Any Permitted Transfer shall be conditioned upon ▇▇▇▇▇▇’s confirmation (which confirmation shall not be unreasonably delayed) that such transferee is neither a Sanctioned Party, a Prohibited Person or a restricted person described in Article 13, failing which such proposed Permitted Transfer shall be void ab initio; provided that a Permitted Transfer due to death shall not be subject to the aforementioned condition.
Due on Sale and Encumbrance; Transfers of Interests. Without the prior written consent of the Administrative Agent and the Lender (to the extent required under SECTION 11.02 hereof), except in connection with Partial Releases permitted under this Agreement:
(1) Neither any Borrower nor any other Person having a direct or indirect ownership or beneficial interest in any Borrower, in BPE, or in either P&V Owner shall (a) directly or indirectly sell, transfer, convey, mortgage, pledge, or assign any interest in any Project or any part thereof or any partnership or any other ownership interest in any Borrower, BPE or either P&V Owner, or any rights to receive distributions from BPE, BPOP or the P&V Owners; (b) further encumber, alienate, ▇▇▇▇▇ ▇ ▇▇▇▇ or ▇▇▇▇▇ any other interest in any Project or any part thereof or any partnership or other ownership interest in any Borrower, BPE or either P&V Owner, or any rights to receive distributions from BPE, BPOP or the P&V Owners, whether voluntarily or involuntarily; or (c) enter into any easement or other agreement granting rights in or restricting the use or development of any Project (except for immaterial utilities and the like) or permit the same or agree to the same.
(2) No new general partner, member, or limited partner having the ability to Control the affairs of any Borrower, BPE or either P&V Owner shall be admitted to or created in any Borrower, BPE or either P&V Owner (nor shall any existing general partner or member or Controlling limited partner withdraw from any Borrower, BPE or either P&V Owner ), and no change in the organizational documents of any Borrower, BPE or either P&V Owner relating to Control over such Borrower, BPE or either P&V Owner and/or any Project shall be effected.
(3) BPPI shall at all times, whether directly or indirectly, Control the Borrowers, BPE, the P&V Owner and the operation and management of the Projects, the JV Properties and the P&V Sale Properties.
(4) As used in this SECTION 8.01, "transfer" shall include the sale, transfer, conveyance, mortgage, pledge, or assignment of the legal or beneficial ownership of (a) any Project, (b) any partnership interest in any partner in any Borrower that is a partnership, (c) any voting stock in any partner in Borrower that is a corporation, and (d) any membership interest of a member of any Borrower that is a limited liability company; PROVIDED, HOWEVER, THAT, "transfer" shall not include (i) the leasing of individual units within any Project so long as the Borrowers comply with the provis...
Due on Sale and Encumbrance; Transfers of Interests. (a) Borrower acknowledges that Lender has examined and relied on the experience of Borrower and its stockholders, general partners and members, as applicable, and principals of Borrower in owning the Collateral and in causing Mortgage Borrower to operate properties such as the Property in agreeing to make the Loan, and will continue to rely on Mortgage Borrower’s ownership of the Property as a means of maintaining the value of the Collateral as security for repayment of the Debt and the performance of the Other Obligations. Borrower acknowledges that Lender has a valid interest in maintaining the value of the Property and the Collateral so as to ensure that, should Borrower default in the repayment of the Debt or the performance of the Other Obligations, Lender can recover the Debt by a sale of the Collateral. Therefore, without the prior written consent of Lender, but, in each instance, subject to the provisions of Article 7, neither Borrower, Mortgage Borrower nor any other Person having a direct or indirect ownership or beneficial interest in Borrower or Mortgage Borrower shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer the Property or the Collateral or any part thereof, or any interest, direct or indirect, in Borrower or Mortgage Borrower, whether voluntarily or involuntarily or enter into or subject the Property to a PACE Loan (a “Transfer”). A Transfer within the meaning of this Section 4.2 shall be deemed to include (i) an installment sales agreement wherein Mortgage Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (ii) an agreement by Mortgage Borrower for the leasing of all or a substantial part of the Property for any purpose other than the actual occupancy by a space Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Mortgage Borrower’s right, title and interest in and to any Leases or any Rents; (iii) with respect to any corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock; (iv) with respect to any limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing member, non-managing member, limited partner, joint venturer or m...
Due on Sale and Encumbrance; Transfers of Interests. Borrower shall not permit or suffer and shall not permit any other Credit Party to permit or suffer any Transfer, other than Permitted Transfers, without the prior written consent of Agent.
Due on Sale and Encumbrance; Transfers of Interests. Borrower shall not permit or suffer any Transfer, other than a Permitted Transfer, without the prior written consent of Agent.
Due on Sale and Encumbrance; Transfers of Interests. Borrower shall not permit or suffer any Transfer without the prior written consent of Lender except as specifically permitted by Article VIII and except for transfers of Units pursuant to Bona Fide Sales Contracts in conjunction with a release of such Units from the liens of the Mortgage pursuant to Section 4.1.40(i).