Transfer Obligation Sample Clauses

Transfer Obligation. (a) In consideration of the transactions contemplated by the Basic Documents, the Loan Originator agrees and covenants with the Depositor that:
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Transfer Obligation. The obligation of the Loan Originator under Section 5.06 hereof to make certain payments in connection with Dispositions and other related matters. Transfer Obligation Account: The account designated as such, established and maintained pursuant to Section 5.05 hereof.
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Transfer Obligation. If (i) any representation or warranty under Sections 2.4(a), (b) or (c) is not true and correct in any material respect as of the date specified therein with respect to any Receivable transferred to the Trust, (ii) there is a breach of any covenant under Section 2.8(c) with respect to any Receivable and such breach has a material adverse effect on the Certificateholders' Interest in such Receivable, (iii) the Trust's interest in any Receivable is not a first priority perfected ownership or security interest at any time as a result of any action taken by, or any failure to take action by, the Company, (iv) there is a breach of any covenant under Section 2.8(p) or (v) any Dilution Adjustment is made (any Receivable as to which the conditions specified in any of clauses (i), (ii), (iii) or (v) of this Section 2.5(a) exists is referred to herein as an "INELIGIBLE RECEIVABLE") then, upon the earlier (the date on which such earlier event occurs, the "TRANSFER OBLIGATION DATE") of the discovery by the Company of any such event which continues unremedied or receipt by the Company of written notice given by the Trustee or the Servicer of any such event which continues unremedied (but in the case of clause (iv), in no event later than 2 Business Days after such event occurs), the Company shall become obligated to deposit or cause to be deposited into the Collection Account the Transfer Deposit Amount with respect to such Ineligible Receivable in order to transfer such Ineligible Receivables on the terms and conditions set forth in Section 2.5(b) or, in the case of clause (iv), to remedy the breach under Section 2.8(p).
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Transfer Obligation. (a) In consideration of the transactions contemplated by the Basic Documents, the Transfer Obligor hereby agrees and covenants with the Depositor that:
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Transfer Obligation. The Bank agrees that any Collections that it (or any other Person on its behalf) receives (for any reason whatsoever) in respect of Purchased Diversified Payment Rights will be: (A) if received or held by the Bank, held by it in trust and deposited into the Collateral Account or any Concentration Account, and (B) if received by another person on behalf of the Bank (including any Depositary Bank for which an Acknowledgment is not in effect), instructed to be so deposited, in each case promptly (but in any event within two Business Days after the Bank’s obtaining actual knowledge of its (or such other Person’s) receipt thereof); provided that: (1) at any time during which it has elected to fund the Coverage Reserve Account in order to avoid the occurrence of an Early Amortization Event with respect to any Series, such Collections will be held by it in trust and promptly (but in any event within two Business Days after the Bank’s obtaining actual knowledge of its (or such other person’s) receipt thereof) deposited into the Coverage Reserve Account, (2) subject to subclause (1), if: (y) an amount at least equal to the Required Amount for the next Payment Date is collectively on deposit in the Collateral Account and Series Accounts or (z) no Early Amortization Period with respect to any Series exists, then the Bank may retain all such Collections as a payment to the Bank under the Originator Note, and (3) any amounts that it receives in accordance with the terms of the Transaction Documents as a payment to it under the Originator Note may be retained by it.
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Transfer Obligation. FORUM Credit Union is not obligated to make any transfer: • If, through no fault of ours, your Account does not contain sufficient collected funds to make the transfer. • If the money in your Account is subject to legal process or other encumbrances restricting the transfer. • If the transfer would go over the credit limit on your overdraft credit plan, if any. • If a transfer system was not working properly and you knew about the breakdown when you started the transfer. • If circumstances beyond our control (such as fire, flood or power failure) prevent the transfer or use of Business Online Banking despite reasonable precautions that we have taken. • If incomplete or inaccurate information is forwarded to us by you or through an automated clearinghouse. • If you have not properly followed the instructions for using the Business Online Banking. • If your operating system is not properly installed or functioning properly. • For errors or failures from any malfunctions of your browser, Business Online Banking provider, computer, computer virus or other problems relating to the computer equipment you use with the Business Online Banking, including, without limitation, your inability to access Business Online Banking or any part of Business Online Banking. • For a failure to provide access or for interruptions in access to the Business Online Banking due to Business Online Banking system failure.
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Transfer Obligation. The Authority shall offer standard alternative accommodations, if available, where necessary repairs cannot be made within a reasonable period of time. Any offer of the Authority to transfer a Lessee due to fire does not obviate the charges or liability of the Lessee under this Article XIII.
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Transfer Obligation. Except as otherwise specifically provided in the Transaction Documents, the SPC agrees that any Collections or other proceeds that it receives (for any reason whatsoever) in respect of the Purchased Diversified Payment Rights in a manner not in compliance with the Transaction Documents shall be (i) if held by the SPC, deposited into the Collateral Account, and (ii) if held by another Person on behalf of the SPC (including the Servicer or any bank with which the SPC maintains an account), instructed to be deposited into the Collateral Account, in each case promptly (but in any event within two Business Days) after the SPC’s obtaining knowledge of its (or such other Person’s) receipt thereof.
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Transfer Obligation. Immediately upon the expiration or any earlier termination of this Agreement, the Service Provider will transfer all the Membership Interests in ServCo and all ServCo corporate books and records to LIPA or, at LIPA’s direction, its designee free and clear of all Liens and Encumbrances and LIPA shall accept such transfer at no cost to LIPA or its designee. The Parties shall mutually agree upon such instruments, agreements and other documents as may be reasonably necessary to effect such transfer. Following such transfer of the ServCo Membership Interests, the Service Provider shall have no further legal or financial responsibility with respect to the performance of any contracts, leases or licenses held by or in the name of ServCo, or in relation to any pension, “other post-employment benefits” and other employee and vendor obligations, other than for liabilities or obligations which the Service Provider (distinguished from ServCo) may have assumed for periods prior to such transfer which remain outstanding.
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Related to Transfer Obligation

  • Stockholder Obligation Several and Not Joint The obligations of each Stockholder hereunder shall be several and not joint, and no Stockholder shall be liable for any breach of the terms of this Agreement by any other Stockholder.

  • Holder Obligations No holder of Registrable Securities may participate in any underwritten offering pursuant to this Section 3 unless such holder (i) agrees to sell only such holder’s Registrable Securities on the basis reasonably provided in any underwriting agreement, and (ii) completes, executes and delivers any and all questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements and other documents reasonably required by or under the terms of any underwriting agreement or as reasonably requested by the Company.

  • Issuer Obligation No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under this Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) the Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Indenture Trustee or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee and the Owner Trustee have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. For all purposes of this Indenture, in the performance of any duties or obligations of the Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI, VII and VIII of the Trust Agreement.

  • Purchaser Obligations Section 7.1Pursuit of State Regulatory Approval . Purchaser shall use Commercially Reasonable Efforts to make an initial filing for State Regulatory Approval no later than twenty (20) Business Days after the Signing Date (the “State Regulatory Target Filing Date”). Seller shall act diligently and cooperate with Purchaser’s efforts to seek State Regulatory Approval and promptly provide any information, including the filing of testimony, reasonably requested by Purchaser or required for State Regulatory Approval and/or any regulatory proceedings or litigation that may arise relating to the State Regulatory Approval. As part of such cooperation, Seller shall file on or prior to the State Regulatory Target Filing Date an application for declination of jurisdiction with the State Regulatory Agency in connection with the Transactions. Nothing in this Agreement shall require Purchaser to accept any condition to, limitation on, or other requirement concerning the State Regulatory Approval that, in Purchaser’s sole discretion, is unacceptable to Purchaser. Nothing in this Agreement shall require Seller to accept any condition to, limitation on, or other requirement concerning the declination of jurisdiction from the State Regulatory Authority that, in Seller’s sole discretion, is unacceptable to Seller.

  • Seller Obligations Seller shall (A) arrange and pay independently for any and all necessary costs under any Generator Interconnection Agreement with the Participating Transmission Owner; (B) cause the Interconnection Customer’s Interconnection Facilities, including metering facilities, to be maintained; and (C) comply with the procedures set forth in the GIP and applicable agreements or procedures provided under the GIP in order to obtain the applicable Electric System Upgrades and (D) obtain Electric System Upgrades, as needed, in order to ensure the safe and reliable delivery of Energy from the Project up to and including quantities that can be produced utilizing all of the Contract Capacity of the Project.

  • Continuing Agreement, Transfer of Secured Obligations This Agreement is a continuing agreement and shall (a) subject to Section 5.3, remain in full force and effect until the Discharge of ABL Obligations shall have occurred, (b) be binding upon the Parties and their successors and assigns, and (c) inure to the benefit of and be enforceable by the Parties and their respective successors, transferees and assigns. Nothing herein is intended, or shall be construed to give, any other Person any right, remedy or claim under, to or in respect of this Agreement or any Common Collateral. All references to any Grantor shall include any Grantor as debtor-in-possession and any receiver or trustee for such Grantor in any Insolvency Proceeding. Without limiting the generality of the foregoing clause (c), the ABL Collateral Agent, any ABL Secured Party, the New First Lien Collateral Agent and any New First Lien Secured Party may assign or otherwise transfer all or any portion of the ABL Obligations or the New First Lien Obligations, as applicable, to any other Person (other than the Company, any Grantor or any Affiliate of the Company or any Grantor and any Subsidiary of the Company or any Grantor), and such other Person shall thereupon become vested with all the rights and obligations in respect thereof granted to the ABL Collateral Agent, the New First Lien Collateral Agent, any ABL Secured Party or any New First Lien Secured Party, as the case may be, herein or otherwise. The ABL Secured Parties and the New First Lien Secured Parties may continue, at any time and without notice to the other parties hereto, to extend credit and other financial accommodations, lend monies and provide Indebtedness to, or for the benefit of, any Grantor on the faith hereof.

  • Shareholder Obligations Shareholder may not participate in any underwritten offering pursuant to this Agreement unless Shareholder (i) agrees to only sell Registrable Securities on the basis reasonably provided in any underwriting agreement and (ii) completes, executes and delivers any and all questionnaires, lock-up agreements, powers of attorney, custody agreements, indemnities, underwriting agreements and other documents reasonably or customarily required by or under the terms of any underwriting agreement or as reasonably requested by INC.

  • Absolute Obligation Except as expressly provided herein, no provision of this Debenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, liquidated damages and accrued interest, as applicable, on this Debenture at the time, place, and rate, and in the coin or currency, herein prescribed. This Debenture is a direct debt obligation of the Company. This Debenture ranks pari passu with all other Debentures now or hereafter issued under the terms set forth herein.

  • Other Obligations and Restrictions No Restricted Person has any outstanding Liabilities of any kind (including contingent obligations, tax assessments, and unusual forward or long-term commitments) that are, in the aggregate, material to Borrower or material with respect to Borrower’s Consolidated financial condition and not shown in the Initial Financial Statements or disclosed in Section 5.7 of the Disclosure Schedule or otherwise permitted under Section 7.1. Except as shown in the Initial Financial Statements or disclosed in Section 5.7 of the Disclosure Schedule, no Restricted Person is subject to or restricted by any franchise, contract, deed, charter restriction, or other instrument or restriction that could reasonably be expected to cause a Material Adverse Change.

  • Prior Obligations I represent that my performance of all terms of this Agreement as a consultant of the Company has not breached and will not breach any agreement to keep in confidence proprietary information, knowledge or data acquired by me prior or subsequent to the commencement of my Relationship with the Company, and I will not disclose to the Company, or use, any inventions, confidential or non-public proprietary information or material belonging to any current or former client or employer or any other party. I will not induce the Company to use any inventions, confidential or non-public proprietary information or material belonging to any current or former client or employer or any other party.

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