Examples of Transferring Participant in a sentence
Upon receipt by the Company of four (4) counterparts of this Transfer Supplement (to each of which is attached a fully completed Schedule I and Schedule II, and each of which has been executed by the Transferring Participant and by the Purchasing Participant), the Company will transmit to the Transferring Participant and the Purchasing Participant a transfer effective notice substantially in the form of Schedule III to this Transfer Supplement (a “Transfer Effective Notice”).
Effective upon receipt by the Transferring Participant of the Purchase Price from the Purchasing Participant, the Transferring Participant hereby irrevocably sells, assigns and transfers to the Purchasing Participant, without recourse, representation or warranty (express or implied) except as set forth in Section 5 hereof, and the Purchasing Participant hereby irrevocably purchases, takes and assumes from the Transferring Participant, the Transferring Participant’s Interests.
At or before 12:00 o’clock noon, local time at the Transferring Participant’s office specified in Schedule III, on the Transfer Effective Date, the Purchasing Participant shall pay to the Transferring Participant, in immediately available funds, an amount equal to the purchase price, as agreed upon between the Transferring Participant and the Purchasing Participant (the “Purchase Price”), for the Transferring Participant’s Interests.
All principal under the Participation Agreement that would otherwise be payable from and after the Transfer Effective Date to or for the account of the Transferring Participant in respect of the Transferring Participant’s Interests shall, instead, be payable to or for the account of the Purchasing Participant.
All principal payments, interest, fees and other amounts that would otherwise be payable from and after the Transfer Effective Date to or for the account of the Transferring Participant in respect of the Transferring Participant’s Interests shall, instead, be payable to or for the account of the Purchasing Participant.
The term Transferring Participant shall have the meaning ascribed thereto in Section 2.9.2.1 hereof.
Any tax imposed on the Transfer of the Transferring Participant’s Participating Interest (and the Joint Venture Property, if the Transferring Participant is the Operator) will be borne by the Transferring Participant.
If the Transferring Participant does not sell the Offered Interests to either the Participant Transferee or the other Participants in accordance with the terms set forth in the Transfer Notice within such forty-five (45) day period, any subsequent offer of the Offered Interests shall again be subject to this Section.
The closing may occur earlier, and shall be held at a location mutually agreed upon by the Transferring Participant and the Participant purchasers.
Each of the other Participants shall be entitled to elect to purchase that portion of the Offered Interests that bears the same ratio to the Offered Interests as such other Participant's Participant Percentage bears to the Participant Percentages of all other Participants, not including the Participant Percentage of the Transferring Participant.