Prohibition of Assignments and Transfers by Borrower Sample Clauses

Prohibition of Assignments and Transfers by Borrower. Borrower shall not assign or attempt to assign its rights under this Agreement and any purported assignment shall be void. Without the prior written consent of Agent, in Agent’s sole discretion, Borrower shall not suffer or permit (a) any change in the management company (whether direct or indirect) for the Project or of Borrower, or (b) any Transfer.

Prohibition of Assignments and Transfers by Borrower. (a) Borrower shall not assign its rights under this Agreement and any purported assignment shall be void. Except as provided in Section 18.1(b) below or in connection with a Permitted Transfer, without the prior written consent of Lender (which consent may be withheld by Lender in its sole discretion), Borrower shall not suffer or permit (a) any change in the management (whether direct or indirect) of the Project or of Borrower or (b) any Transfer. Lender’s consent if given in connection with any transfer request shall not be deemed to be a waiver of Lender’s right to require such consent in the future. Any sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer of the Project made in contravention of this Agreement shall be null and void and of no force or effect. (b) In connection with any corporate equity or debt financing made by an Institutional Lender for the benefit of any of Maui Land & Pineapple Company, Inc., Exclusive Resorts and Marriot International, Inc. (each, a “Principal”), Principal shall have the right to pledge its respective limited liability company interests in MLP KB Partner LLC, a Hawaii limited liability company, ER Kapalua Investors Fund, LLC, a Delaware limited liability company, and MH Kapalua Venture, LLC, a Delaware limited liability company, as security for such financing; provided, however, that in each such instance, (A) there shall then exist no Default or Event of Default under this Agreement or any of the other Loan Documents; (B) the lender, and any subsequent holder of the note under such loan, must be an Institutional Lender; (C) Principal shall provide Lender with (i) no less than thirty (30) days’ prior written notice of such financing, (ii) copies of all such financing documents and instruments, and (iii) a “non-consolidation opinion” reasonably satisfactory to Lender. (c) Borrower covenants and agrees that, as a condition to any Permitted Transfer, (A) there shall then exist no Default or Event of Default under this Agreement or any of the other Loan Documents; (B) Borrower shall provide Lender with thirty (30) days’ prior written notice of such Permitted Transfer; (C) Borrower shall provide Lender all documents and statements as may be reasonably requested by Lender in connection with such Permitted Transfer and evidence confirming that such transaction complies with the requirements of a Permitted Transfer, and (D) Borrower shall provide updated opinions, including non-consolidation opinions, in...

Prohibition of Assignments and Transfers by Borrower. Borrower shall not assign or attempt to assign its rights under this Agreement and any purported assignment shall be void. Without the prior written consent of Lender, in Lender’s sole discretion, Borrower shall not suffer or permit any change in the ownership, or management or economic interests (whether direct or indirect) of the Project, or any Transfer. Notwithstanding the foregoing, so long as all owners of interests in Borrower satisfy the requirements of Section 3.1(y) above (a) so long as CJUF continues to hold the ownership interest in Borrower which CJUF held at Closing and no monetary Event of Default then exists, or if a monetary Event of Default does exist and is cured by Borrower or CJUF, CJUF may with prior written notice to Lender (but without Lender’s consent) replace ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇.▇. as the managing member of Borrower (with ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇.▇. retaining its current ownership interest but as non-managing member), (b) even if a monetary Event of Default then exists, so long as CJUF continues to hold the ownership interest in Borrower which CJUF held at Closing, CJUF may request that Lender approve CJUF replacing ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇.▇. as managing member of Borrower (with ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇.▇. retaining its current ownership interest but as non-managing member), and Lender shall grant or deny such consent in its reasonable discretion, (c) any buyout of a member’s interest or change in control permitted by the Operating Agreement of Borrower, as such Operating Agreement has been consented to by Lender, may be effected provided all membership interests in Borrower remain encumbered by the Pledge Agreement, it being agreed that when and as required by Lender, any new member in Borrower must execute and deliver to Lender a Joinder Agreement relating to the Pledge Agreement, and (d) the following Transfers of interests in Borrower’s direct or indirect constituent entities shall be permitted without Lender’s consent: (i) Transfers of direct or indirect interests in Canyon-▇▇▇▇▇▇▇ Urban Fund II, L.P., (ii) Transfers of non-controlling interests in Guarantor, (iii) the transfer of an interest of no more than twenty percent (20%) in Borrower to ▇▇▇▇▇▇▇▇ Street Capital (or an entity affiliated with ▇▇▇▇▇▇▇▇ Street Capital) or another preferred equity provider who may provide up to $35,000,000.00 of equity through Borrower for the Project and any transfers of direct and indirect interests in tha...

Prohibition of Assignments and Transfers by Borrower. Borrower shall not assign or attempt to assign its rights under this Agreement and any purported assignment shall be void. Without the prior written consent of Lender, in Lender's sole discretion, Borrower shall not suffer or permit (a) any change in the management (whether direct or indirect) of the Project, or (b) any Transfer.

Prohibition of Assignments and Transfers by Borrower. 21 12.3 Prohibition of Transfers in Violation of ERISA. 21 12.4 Successors and Assigns. 21

Prohibition of Assignments and Transfers by Borrower. Borrower shall not assign or attempt to assign its rights under this Agreement and any purported assignment shall be void. Without the prior written consent of Lender, in Lender's sole discretion, Borrower shall not suffer or permit (i) any change in the management (whether direct or indirect) of the Project; or (ii) the sale, transfer, lease (other than a Lease of an Apartment Unit), conveyance, alienation, pledge, assignment, encumbrance, hypothecation or other disposition (a "Transfer") of (1) all or any portion of the Project or any portion of any other security for the Loan, (2) all or any portion of the Borrower's right, title and interest in and to the Project or any portion of any other security for the Loan (unless the Loan is simultaneously repaid in full), or (3) any interest in Borrower. Notwithstanding the foregoing, Borrower shall have the right to enter into contracts for sale of individual Condominium Units within the Project; provided, however, that no conveyance of a Condominium Unit under such contract for sale shall be consummated, unless such Condominium Unit is released from the lien of the Mortgage for the benefit of the Lender in accordance with and pursuant to the release provisions hereinafter set forth.

Prohibition of Assignments and Transfers by Borrower. Borrower shall not assign or attempt to assign its rights under this Agreement and any purported assignment shall be void. Without the prior written consent of Lender, in Lender’s sole discretion, Borrower shall not suffer or permit (a) any change in the management (whether direct or indirect) of the Project or of Borrower, or (b) any Transfer. Notwithstanding the foregoing to the contrary, provided the OFAC Compliance Condition and Control Condition (and any other conditions set forth in (a) through (g) below) are satisfied and complied with, the following Transfers shall be permitted without Lender’s prior written consent: (a) a Transfer by devise or descent or by operation of law upon the death of an individual member, partner or shareholder of any Person that is a direct or indirect legal or beneficial owner of Borrower where such Transfer does not result in an Event of Default; (b) the Transfer of up to forty-nine and nine-tenths percent (49.9%) in the aggregate of the membership percentage interests in BR/CDP UCFP Venture, LLC (“BR/CDP Venture”); (c) a Transfer of interests by and among the existing members of CDP UCFP Developer, LLC (“Catalyst Member”) or Catalyst Development Partners II, LLC; (d) a Transfer of the membership interests in BR/CDP Venture by BR Member to Catalyst Member; (e) a Transfer of interests in BR Member by the existing members of BR Orlando UCFP, LLC (the “BR Member”) to Affiliates of BR Member, and further provided after such Transfer (i) Bluerock Special Opportunity + Income Fund, LLC (“BR SOIF”) (or following the Transfer described in subsection (f) below, BR REIT, BR Operating Partnership or one of their Affiliates) shall continue to own a majority common membership interest in, and to Control, BR Member; and (ii) BR Member continues to be a member of BR/CDP Venture; (f) a Transfer of interests in BR Member by (1) the admission of Bluerock Residential Growth REIT, Inc (“BR REIT”), Bluerock Residential Holdings, LP (“Bluerock Operating Partnership”) (or an Affiliate directly or indirectly owned and controlled by BR REIT or BR Operating Partnership) as a preferred equity member of BR Member holding typical preferred equity rights in BR Member as the owners of BR Member approve, including but not limited to, the right to a preferred return with respect to the other members of BR Member, consent rights over certain major decisions of BR Member, additional management control over BR Member in the event of a default under the pr...

Prohibition of Assignments and Transfers by Borrower. Borrower shall not, without the prior written consent of Lender, assign or attempt to assign its rights under this Agreement. Except as provided hereinafter, Borrower will not, without the prior written consent of Lender, suffer or permit the Improvements or any part thereof or any interest therein to be assigned, sold, pledged, encumbered, transferred, hypothecated or otherwise disposed of until the provisions of this Agreement have been fully complied with and the Loan and all other sums evidenced by the Note and/or secured by the Deed of Trust and other Loan Documents, have been repaid in full. Notwithstanding the foregoing, Borrower may transfer its interest in the Improvements after completion of the Construction of the Improvements to Central Nevada Utilities Company prior to payment of all sums due Lender under the Note.

Prohibition of Assignments and Transfers by Borrower. Borrower shall not assign or attempt to assign its rights under this Agreement and any purported assignment shall be void. Without the prior written consent of Lender, in Lender’s sole discretion, Borrower shall not suffer or permit (a) any change in the management (whether direct or indirect) of the Project or of Borrower, or (b) any Transfer. Notwithstanding anything in this Agreement to the contrary, Borrower shall be permitted to Transfer (such Transfer, a “Permitted Transfer”), without the prior written consent of Lender (but Borrower shall provide Lender with written notice of such Transfer prior to such Transfer), direct or indirect ownership interests of any Borrower provided such Transfers do not result in a change in Control. In connection with any proposed Permitted Transfer, Borrower shall provide Lender with any and all information as Lender shall reasonably require with respect to such Transfer, including, without limitation, any information necessary for Lender to complete Lender’s Patriot Act Customer Identification Process and OFAC Review Process prior to such Permitted Transfer. In no event shall any Transfer be permitted unless all parties in connection with any proposed Transfer successfully complete Lender’s Patriot Act Customer Identification Process.