Exemption from Prohibited Transfers Clause Samples

The Exemption from Prohibited Transfers clause defines specific circumstances under which certain transfers, otherwise restricted or forbidden by the agreement, are permitted. Typically, this clause outlines exceptions for transfers to affiliates, by operation of law, or with prior written consent, thereby clarifying when a party may legally transfer its rights or obligations. Its core function is to provide flexibility within the contract, ensuring that necessary or routine transfers can occur without breaching the agreement, while still maintaining overall control over the transferability of interests.
Exemption from Prohibited Transfers. Notwithstanding the foregoing, and with prior knowledge of the Township by written notice from Redeveloper, the following shall not constitute a prohibited Transfer, for purposes of Section 8.1: transfer to an entity or entities controlled by Redeveloper, or other urban renewal entity or entities formed by Redeveloper pursuant to N.J.S.A. 40A:20-4; provided, however, that such successor and assignee of Redeveloper shall assume all of the obligations of Redeveloper hereunder, but Redeveloper shall remain primarily liable for the performance of Redeveloper’s obligations; and provided further, that (i) a copy of the fully executed written instrument of conveyance and assignment and assumption of this Redevelopment Agreement shall be promptly delivered to the Township; and
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Exemption from Prohibited Transfers. Notwithstanding the foregoing, the following shall not constitute a prohibited transfer, for purposes of Section 12.1 above: after Government Approvals have been obtained, the assignment by Redeveloper of its rights under this Agreement to any third- party by any Redeveloper owner with a non-controlling interest in Redeveloper (i.e., less than 51%), but only upon the following conditions: (1) the controlling Redeveloper owner (i.e., at least 51%) shall remain jointly and severally liable for the performance in the entirety of any Redeveloper obligations under this Agreement, (2) the assignee of Redeveloper shall assume all or a portion of the obligations of Redeveloper hereunder, except for those obligations in clause (1) above that may never be assigned without the Redevelopment Entity’s express written consent, but regardless, Redeveloper shall remain primarily liable for the performance of the entirety of Redeveloper’s obligations hereunder, (3) a copy of the fully executed written assignment and assumption agreement shall be promptly delivered to the Redevelopment Entity, and (4) such assignment does not violate any of the Government Approvals.
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Exemption from Prohibited Transfers. Notwithstanding the foregoing, and with prior knowledge of the Township by prior written notice from Redeveloper, the following shall not constitute a prohibited Transfer, for purposes of Section 8.1: transfer to an entity or entities controlled by Redeveloper, including but not limited to an urban renewal entity or entities formed by Redeveloper pursuant to N.J.S.A. 40A:20-4; provided, however, that such successor and assignee of Redeveloper shall assume all of the obligations of Redeveloper hereunder, but Redeveloper shall remain primarily liable for the performance of Redeveloper’s obligations; and provided further, that (i) a copy of the fully executed written instrument of conveyance and assignment and assumption of this Redevelopment Agreement shall be promptly delivered to the Township; and (ii) such conveyance or assignment does not violate any of the Governmental Approvals.
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Exemption from Prohibited Transfers. Notwithstanding the foregoing, the following shall not constitute a prohibited Transfer for purposes of Section 8.1: (A) the Transfer or Transfers of interests in the Prism Member so long as the Prism Member is controlled by ▇▇▇▇▇▇ ▇▇▇▇ or ▇▇ ▇▇▇▇▇; or (B) the Transfer or Transfers of interests in the Greenfield Member so long as the Greenfield Member is controlled by Greenfield Acquisition Partners IV, LP; or (C) the Transfer or Transfers of (direct or indirect) interests in the DREF Member so long as the DREF Member is controlled (directly or indirectly) by (x) Dune Real Estate Partners III LLC, a Delaware limited liability company (“DREP”), or (y) an affiliate of DREP; or (D) the death or incapacity of a principal of a DREF Member, the Prism Member, or the Greenfield Member, including related transfers as a result thereof which comply with Section 8.2(A), (B) or (C), above; or (i) with seven (7) days’ prior written notice to the Township, the Transfer or Transfers of management or other control rights in DGP Edison LLC among the DREF Member, the Greenfield Member and the Prism Member, so long as the Redeveloper is controlled (directly or indirectly) by (x) DREF Member or its affiliates, (y) Greenfield Member or its affiliates or (z) a combination of any of the foregoing parties; and (ii) with fourteen (14) days’ prior written notice to the Township, without limiting subsections (A) through (C) above, the Transfer or Transfers of ownership interests in DGP Edison LLC among the DREF Member, the Greenfield Member and the Prism Member, so long as not more than ten percent (10%) of the direct or indirect beneficial ownership of Redeveloper is so Transferred; and (iii) without limiting subsections (A) through (C) above, with the consent of the Township, the Transfer or Transfers of more than ten percent (10%) of the direct or indirect beneficial ownership of Redeveloper among the DREF Member, the Greenfield Member and the Prism Member.
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Related to Exemption from Prohibited Transfers

  • Prohibited Transfers (a) In the event any Founder should sell any Founders Shares in contravention of the co-sale rights of the Investors under Section 5 (a “Prohibited Transfer”), the Investors, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and the Founder shall be bound by the applicable provisions of such option. (b) In the event of a Prohibited Transfer, each Eligible Investor shall have the right to sell to the Founder the type and number of shares of Common Stock equal to the number of shares that such Eligible Investor would have been entitled to transfer to the third-party transferee(s) under Section 5.2 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms thereof. Such sale shall be made on the following terms and conditions: (i) The price per share at which the shares are to be sold to the Founder shall be equal to the price per share paid by the third-party transferee(s) to the Founder in the Prohibited Transfer. Such price per share shall be paid to the Eligible Investor in cash if the Founder received cash for his shares. If the Founder did not receive cash but received other property instead, the price per share to be paid to the Eligible Investor shall be paid (A) in the form of the property received by the Founder for his shares, or (B) in cash equal to the fair market value of the property received by such Founder as determined in good faith by the Company’s Board of Directors, at the option of the Eligible Investor. The Founder shall also reimburse each Eligible Investor for any and all fees and expense, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Eligible Investor’s rights under Section 5. (ii) Within thirty (30) days after the later of the dates on which the Eligible Investor (A) received notice of the Prohibited Transfer or (B) otherwise became aware of the Prohibited Transfer, each Eligible Investor shall, if exercising the option created hereby, deliver to the Founder the certificate or certificates representing shares to be sold, each certificate to be properly endorsed for transfer. (iii) The Founder shall, upon receipt of the certificate or certificates for the shares to be sold by an Eligible Investor pursuant to this Section 5, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in subparagraph 5.5(b)(i), in cash or by other means acceptable to the Eligible Investor. (c) Notwithstanding the foregoing, any attempt by a Founder to transfer Founders Shares in violation of Section 5 hereof shall be void and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee(s) as the holder of such shares, without the written consent of two-thirds (2/3) in interest of the Eligible Investors.

  • Effect of Prohibited Transfer The Company shall not be required (a) to transfer on its books any of the Shares which shall have been sold or transferred in violation of any of the provisions set forth in this Agreement, or (b) to treat as owner of such Shares or to pay dividends to any transferee to whom any such Shares shall have been so sold or transferred.

  • Plan Assets; Prohibited Transactions The Borrower is not an entity deemed to hold “plan assets” within the meaning of 29 C.F.R. § 2510.3-101 of an employee benefit plan (as defined in Section 3(3) of ERISA) which is subject to Title I of ERISA or any plan (within the meaning of Section 4975 of the Code), and neither the execution of this Agreement nor the making of Credit Extensions hereunder gives rise to a prohibited transaction within the meaning of Section 406 of ERISA or Section 4975 of the Code.

  • No Prohibited Transactions None of the Company, any of its Subsidiaries, or, to the Knowledge of the Company, any of their respective directors, officers, employees or agents has, with respect to any Employee Plan, engaged in or been a party to any breach of fiduciary duty or non-exempt “prohibited transaction” (as defined in Section 4975 of the Code or Section 406 of ERISA) that could reasonably be expected to result in the imposition of a material penalty assessed pursuant to Section 502(i) of ERISA or a material Tax imposed by Section 4975 of the Code, in each case applicable to the Company Group or any Employee Plan, or for which the Company Group has any indemnification obligation.