Transfer or Conveyance Sample Clauses

The Transfer or Conveyance clause defines the process by which ownership or rights in property, assets, or interests are formally passed from one party to another. Typically, this clause outlines the necessary steps, documentation, and conditions required for a valid transfer, such as executing deeds, obtaining consents, or fulfilling regulatory requirements. Its core function is to ensure that the transfer of rights or property is legally effective and clearly documented, thereby preventing disputes over ownership and clarifying the responsibilities of each party involved.
Transfer or Conveyance. Neither Borrower nor Guarantor shall, voluntarily or by operation of law, sell, convey, transfer or encumber, or permit to be sold, conveyed, transferred or encumbered, any interest in or any part of the Property without the written consent of Lender having been first obtained, which consent will not be unreasonably withheld, conditioned or delayed. Any prohibited transaction under this paragraph shall be null and void as to Lender.
View SourceView Similar (3)
Transfer or Conveyance. Voluntarily or by operation of law, directly or indirectly sell, convey, transfer or permit to be sold, conveyed or transferred, any interest in or any part of the Premises, nor shall a direct or indirect sale, pledge or other transfer of any controlling interest in Borrower, including without limitation the direct or indirect transfer of, or the granting of a security interest in, the ownership of the controlling interests in Borrower as of the Effective Date or the voting rights of such controlling interests in the Borrower, be effected or allowed, through any type of secondary financing, additional financing, alternate financing, mezzanine financing or the like, without the prior written consent of the Lender having been first obtained. Any prohibited transaction under this Section 6.10 shall be null and void.
View Source
Transfer or Conveyance. Other than as permitted or ---------------------- -44- contemplated in the First Mortgage or Second Mortgage and other than the rental, in the ordinary course of business, of units in the Improvements, assign, sell, transfer or otherwise convey any of its right, title and interest in any property whether real or personal (including, without limitation, the Collateral); guarantee or become otherwise primarily, secondarily or contingently liable for the payment of any obligation of a third party; incur any debt except for liabilities incurred in the ordinary course of business; or create or suffer to be created any mortgage, pledge, security interest, encumbrance or other lien on any property encumbered by the Security Documents.
View Source
Transfer or Conveyance. Borrower will not sell, convey, transfer, ---------------------- or permit to be sold, conveyed, or transferred, any interest in or any part of the Premises, and except as permitted in the Mortgage, no voluntary sale, pledge, or other transfer of any interest in Borrower shall be effected, without the prior written consent of Lender.
View Source
Transfer or Conveyance. Borrower shall not, voluntarily or by operation of law, sell, convey or transfer, or permit to be sold, conveyed or transferred, any interest in or any part of the Project or any shares of Borrower, provided, however, that Borrower shall not be prohibited or constrained from selling, transferring or conveying any shares of Borrower to any member of the ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ family, provided they provide prior written notice of such transfer to Lender. Any prohibited transaction under this paragraph shall be null and void as to Lender.
View Source

Related to Transfer or Conveyance

  • Transfer or Sale The Investor understands that (i) the Securities may not be offered for sale, sold, assigned or transferred unless (A) registered pursuant to the Securities Act or (B) an exemption exists permitting such Securities to be sold, assigned or transferred without such registration; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder.

  • Transfer or Assignment (i) Counterparty shall have the right to transfer or assign its rights and obligations hereunder with respect to all, but not less than all, of the Options hereunder (such Options, the “Transfer Options”); provided that such transfer or assignment shall be subject to reasonable conditions that Dealer may impose, including but not limited, to the following conditions: (A) With respect to any Transfer Options, Counterparty shall not be released from its notice and indemnification obligations pursuant to Section 9(b) or any obligations under Section 9(n) or 9(s) of this Confirmation; (B) Any Transfer Options shall only be transferred or assigned to a third party that is a United States person (as defined in the Internal Revenue Code of 1986, as amended); (C) Such transfer or assignment shall be effected on terms, including any reasonable undertakings by such third party (including, but not limited to, an undertaking with respect to compliance with applicable securities laws in a manner that, in the reasonable judgment of Dealer, will not expose Dealer to material risks under applicable securities laws) and execution of any documentation and delivery of legal opinions with respect to securities laws and other matters by such third party and Counterparty, as are requested and reasonably satisfactory to Dealer; (D) Dealer will not, as a result of such transfer and assignment, be required to pay the transferee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than an amount that Dealer would have been required to pay to Counterparty in the absence of such transfer and assignment; (E) An Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer and assignment; (F) Without limiting the generality of clause (B), Counterparty shall cause the transferee to make such Payee Tax Representations and to provide such tax documentation as may be reasonably requested by Dealer to permit Dealer to determine that results described in clauses (D) and (E) will not occur upon or after such transfer and assignment; and (G) Counterparty shall be responsible for all reasonable costs and expenses, including reasonable counsel fees, incurred by Dealer in connection with such transfer or assignment. (ii) Dealer may (A) without Counterparty’s consent, transfer or assign all or any part of its rights or obligations under the Transaction to any affiliate of Dealer (1) that has a long-term issuer rating that is equal to or better than Dealer’s credit rating at the time of such transfer or assignment, or (2) whose obligations hereunder will be guaranteed, pursuant to the terms of a customary guarantee in a form used by Dealer generally for similar transactions, by Dealer, or (B) in consultation with Counterparty, but without Counterparty’s consent, transfer or assign all or any part of its rights or obligations under the Transaction to any other third party with a long-term issuer rating equal to or better than the lesser of (1) the credit rating of Dealer at the time of the transfer and (2) A- by Standard and Poor’s Rating Group, Inc. or its successor (“S&P”), or A3 by ▇▇▇▇▇’▇ Investor Service, Inc. (“Moody’s”) or, if either S&P or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute rating agency mutually agreed by Counterparty and Dealer. If at any time at which (A) the Section 16 Percentage exceeds

  • Transfer or Re-sale The Buyer understands that (i) the sale or re-sale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company, at the cost of the Buyer, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to the Company, at the cost of the Buyer, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the ▇▇▇▇ ▇▇▇) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangement.

  • CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE SECTION 8.1. Company May Consolidate, Etc.,

  • No Transfer or Assignment No rights under this Award shall be assignable or transferable by the Grantee, except to the extent expressly permitted by the Plan.