Pledge or Encumbrance Clause Samples

The Pledge or Encumbrance clause restricts a party from using certain assets as collateral or otherwise burdening them with third-party claims without prior consent. In practice, this means that the party cannot pledge, mortgage, or grant security interests over specified property, such as equipment or intellectual property, during the term of the agreement. This clause serves to protect the other party’s interests by ensuring that key assets remain unencumbered and available, thereby reducing the risk of conflicting claims or diminished asset value.
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Pledge or Encumbrance. A Member may with the prior written consent of the Managing Member pledge or encumber its rights to receive distributions hereunder upon written notice to the Managing Member and all other Members; provided however, that any Person who is granted such pledge or encumbrance or who executes thereon shall have no rights of approval, consent, voting or other participation in the operation or governance of the Company, and shall only have the right to receive distributions hereunder when and as distributions are made by the Managing Member under the terms and conditions of this Agreement, with no right to cause such distributions to be made. Neither the Managing Member nor the Company shall have any liability to any Person, whether or not a Member, due to any distribution(s) made in accordance with such written notice as it has received as of the date of such distribution, and Managing Member may, in the event of a dispute, deposit the disputed distribution with any court of competent jurisdiction in an action of interpleader (or analogue thereto) and shall thereafter be discharged from any and all obligation and liability in connection with such disputed distribution.
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Pledge or Encumbrance. If any Transferee Stockholder proposes to pledge or encumber shares of Common Stock, such Transferee Stockholder may not, after the Offer with respect to those shares of Common Stock has been rejected by the Company, the Family Members and the Remaining Stockholders, pledge or encumber shares of Common Stock without first having requested in writing to borrow from the Company and the Remaining Stockholders on the same terms and conditions of any proposed borrowing contemplating such proposed pledge or encumbrance. Thereupon, such Transferee Stockholder may make such pledge or encumbrance as to those shares of Common Stock with respect to which such request has not been granted by either the Company or the Remaining Stockholders within thirty (30) days after their receipt of such request. The Remaining Stockholders’’ participation in any advance to such Transferee Stockholder will be calculated in the same manner as provided in Section 6.1.3 of this Agreement. If such offer to pledge or encumber shares of Common Stock is made to the Company and the Remaining Stockholders in accordance with this Section 6.3.2, the Free Transfer Period will commence on the earlier of (x) the date of receipt by the Transferee Stockholder of the last rejection of such request from Company and all of the Remaining Transferee Stockholders or (y) the thirtieth (30th) day after the date of such request. Any shares of Common Stock which are not pledged or encumbered during the Free Transfer Period will again become subject to all of the restrictions of this Agreement and may not be subsequently transferred without compliance with the terms of this Agreement.
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Pledge or Encumbrance. Notwithstanding any other provision of --------------------- this Lease to the contrary, Tenant shall not pledge or encumber its interest under this Lease, nor shall Tenant permit any pledge or encumbrance by any assignee or subtenant, without Landlord's express prior written consent, which may be withheld in Landlord's sole and absolute discretion.
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Pledge or Encumbrance. RGMC shall not pledge or otherwise encumber this Lease or the Leased Water, provided, however, that the Leased Water may be included in a plan for augmentation or replacement plan, including augmentation or replacement of past, present, or future well depletions, subject to the terms and conditions of this Lease.
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Pledge or Encumbrance. The Company shall not pledge or encumber its assets without the consent of the Bank, except that the Company shall be entitled to grant a security interest in the real estate and personal property of each separate new company-owned store created by the Company after the date hereof.
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Pledge or Encumbrance. If any of the Property of Borrower shall be transferred, assigned, pledge or encumbered in any respect except as expressly permitted by the Loan Documents.
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Related to Pledge or Encumbrance

  • Transfer or Encumbrance Pledgor will not (i) sell, assign (by operation of law or otherwise) or transfer Pledgor's rights in any of the Collateral, (ii) ▇▇▇▇▇ ▇ ▇▇▇▇ or security interest in or execute, file or record any financing statement or other security instrument with respect to the Collateral to any party other than Secured Party, or (iii) deliver actual or constructive possession of any certificate, instrument or document evidencing and/or representing any of the Collateral to any party other than Secured Party.

  • Due on Sale or Encumbrance Subject to specific exceptions set forth below, each Mortgage Loan contains a “due-on-sale” or other such provision for the acceleration of the payment of the unpaid principal balance of such Mortgage Loan if, without the consent of the holder of the Mortgage (which consent, in some cases, may not be unreasonably withheld) and/or complying with the requirements of the related Mortgage Loan documents (which provide for transfers without the consent of the Mortgagee which are customarily acceptable to the Mortgage Loan Seller, including, but not limited to, transfers of worn-out or obsolete furnishings, fixtures, or equipment promptly replaced with property of equivalent value and functionality and transfers by leases entered into in accordance with the Mortgage Loan documents), (a) the related Mortgaged Property, or any equity interest of greater than 50% in the related Mortgagor, is directly or indirectly pledged, transferred or sold, other than as related to (i) family and estate planning transfers or transfers upon death or legal incapacity, (ii) transfers to certain affiliates as defined in the related Mortgage Loan documents, (iii) transfers of less than, or other than, a controlling interest in a Mortgagor, (iv) transfers to another holder of direct or indirect equity in the Mortgagor, a specific Person designated in the related Mortgage Loan documents or a Person satisfying specific criteria identified in the related Mortgage Loan documents, (v) transfers of common stock in publicly traded companies or (vi) a substitution or release of collateral within the parameters of paragraphs 28 and 33 herein, or (vii) by reason of any mezzanine debt that existed at the origination of the related Mortgage Loan as set forth on Exhibit C-32-1, or future permitted mezzanine debt as set forth on Exhibit C-32-2 or (b) the related Mortgaged Property is encumbered with a subordinate lien or security interest against the related Mortgaged Property, other than (i) any Companion Loan of any Mortgage Loan or any subordinate debt that existed at origination and is permitted under the related Mortgage Loan documents, (ii) purchase money security interests (iii) any Mortgage Loan that is cross-collateralized and cross-defaulted with another Mortgage Loan as set forth on Exhibit C-32-3 or (iv) Permitted Encumbrances. The Mortgage or other Mortgage Loan documents provide that to the extent any Rating Agency fees are incurred in connection with the review of and consent to any transfer or encumbrance, the Mortgagor is responsible for such payment along with all other reasonable fees and expenses incurred by the Mortgagee relative to such transfer or encumbrance.

  • Sale or Encumbrance Prohibited Except as otherwise permitted in this Agreement, no Member may voluntarily or involuntarily transfer, sell, convey, encumber, pledge, assign, or otherwise dispose of (collectively, "Transfer") an interest in the Company without the prior written consent of a majority of the other non-transferring Members determined on a per capita basis.

  • No Liens or Encumbrances Company's title to and ownership of Company-Owned Interconnection Facilities that were designed and constructed by Seller and/or its Contractors shall be free and clear of liens and encumbrances.

  • No Sale/Encumbrance (a) Except as provided in Section 7.3 below, Borrower shall not cause or permit a Sale or Pledge of the Property or any part thereof or any legal or beneficial interest therein nor permit a Sale or Pledge of an interest in any Restricted Party (in each case, a “Prohibited Transfer”), without the prior written consent of Lender, other than (i) pursuant to Leases of space in the Improvements to Tenants in accordance with the provisions of Section 5.13, (ii) capital leases and other debt permitted under Section 6.1(vii) hereof, (iii) the licensing of rights to a Taxable REIT Subsidiary of sponsor that is owned, directly or indirectly, in whole or in part, by Borrower Principal to operate any health club or concierge or to provide other services at the Property, and (iv) exercise of development rights, including, without limitation, entering into reciprocal easement and similar agreements and covenants running to the benefit of Governmental Authorities and other third parties in accordance with this Agreement. (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 space 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; (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 (other than mergers and dissolutions that maintain the chain of ownership of the Borrower); (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 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; or (vii) the removal or the resignation of Manager (including, without limitation, an Affiliated Manager) other than in accordance with Section 5.14 or the Management Agreement.