Additional Transfer Provisions Sample Clauses
The "Additional Transfer Provisions" clause sets out specific terms and conditions that apply to the transfer of rights, obligations, or assets under an agreement. It may address requirements such as obtaining prior consent, providing notice, or meeting certain conditions before a transfer can occur. For example, it might specify that a party cannot assign its interests to a third party without the other party's written approval. This clause ensures that all parties are protected from unwanted or unauthorized transfers, thereby maintaining control and stability within the contractual relationship.
Additional Transfer Provisions. The Borrower shall have the following additional rights to make Transfers which shall not (except for subsection 10.01(d)(iv) below), require Lender’s Approval nor constitute one of the Transfers permitted in subsection 10.01(c) above (an “Additional Permitted Transfer”):
Additional Transfer Provisions. The stock certificate or certificates that the Participant delivers to the Company pursuant to Section 6.3 shall be transferred to the prospective purchaser in consummation of the sale of the Series Preferred or Common Stock pursuant to the terms and conditions specified in the Notice, and the Section 6 Selling Purchaser(s) shall concurrently therewith remit to such Participant that portion of the sale proceeds to which such Participant is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities from a Participant exercising its rights of co-sale hereunder, such Section 6 Selling Purchaser(s) shall not sell to such prospective purchaser or purchasers any Co-Sale Stock unless and until, simultaneously with such sale, such Section 6 Selling Purchaser(s) shall purchase such shares or other securities from such Participant on the same terms and conditions specified in the Notice.
Additional Transfer Provisions. In the case of any Transfer under this Article X:
(a) Except as otherwise provided in this Section 10.05, upon the Transfer of the entire Membership Units of a Member, such Member shall have no further obligations as a Member pursuant to this Agreement, except that (i) the obligations of such Member pursuant to Section 14.01 shall survive for a period of twelve (12) months after the Transfer in accordance with the terms thereof and Section 14.04 shall survive indefinitely, (ii) the obligations of such Member pursuant to Article XV and Sections 17.02 and 17.10 shall survive for a period of 24 months after the effective date of such Transfer, unless a claim for indemnification shall have been made under Section 15.02 prior to the expiration of such 24-month period, in which case such Member's obligations under Article XV shall survive until the final disposition of such claim pursuant to a binding settlement, non-appealable decision of a court of law or otherwise, and (iii) if such Member shall transfer its Membership Units to an Affiliate, such Member shall not be released from any liability or obligation under this Agreement, and for purposes of all provisions of this Agreement which are based on or calculated with respect to such date of Transfer, including without limitation, the provisions of Section 10.05(b), 10.06 and 14.01 (but other than the second sentence of Section 10.04), the date of Transfer shall be deemed the date such Membership Units shall become owned by a Person other than the Member or an Affiliate. The contractual rights and obligations of such Member to the Company (other than pursuant to this Agreement) shall remain unaffected unless otherwise provided in paragraph (b) below.
(b) Upon the Transfer of a Member's Membership Units (other than to an Affiliate), the following specific provisions shall apply (which provisions illustrate and clarify the provisions of paragraph (a) above):
(i) such Member shall no longer have any obligation to make Capital Contributions or provide credit support or make Member loans, pursuant to Section 4.01 or 4.03, but any assets or cash contributed to the Company prior to the date of such Transfer shall remain property of the Company;
(ii) such Member shall continue to provide to the Company the Dedicated Assets provided by it, so long as requested by the Company (and shall be entitled to continue to receive compensation therefor), in accordance with Section 4.02, but not longer than one hundred eighty (18...
Additional Transfer Provisions. 12 Section 5.03 Delivery of Mortgage Loan Documents.................................13 ARTICLE VI. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLER; REMEDIES FOR BREACH................................................................15 Section 6.01 Representations and Warranties Regarding the Seller.................15 Section 6.02 Representations, Warranties and Covenants Regarding Individual Mortgage Loans......................................................18 Section 6.03 Remedies for Breach of Seller's Representations, Warranties and Covenants.......................................................31 Section 6.04 Survival of Representations, Warranties and Covenants; Limitation Period...................................................33 ARTICLE VIA. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASER................34 Section 6.01A Representations and Warranties Regarding the Purchaser..............34 Section 6.02A Survival of Representations, Warranties and Covenants...............35 Section 7.01 Interim Servicing...................................................36 Section 7.02 Transfer of Servicing...............................................36 Section 7.03 Substitution of Trustee.............................................36
Additional Transfer Provisions. The transfer of ownership to each Mortgage Loan shall be in the name of the Purchaser or one or more designees of the Purchaser, as the Purchaser shall select. All rights arising out of the Mortgage Loans, including, but not limited to, all funds received by the Seller after the Cut-off Date on or in connection with a Mortgage Loan, shall be vested in the Purchaser or one or more designees of the Purchaser and shall be remitted by Seller to the Purchaser pursuant to the terms of the Interim Servicing Agreement or otherwise. The sale of each Mortgage Loan shall be reflected on the Seller's balance sheet and other financial statements as a sale of assets by the Seller.
Additional Transfer Provisions. 24 6.5 NO ELECTION TO PARTICIPATE............................................24 6.6 TRANSFERS EXEMPT FROM CO-SALE RIGHT...................................24 6.7 TERMINATION OF CO-SALE RIGHTS.........................................25
Additional Transfer Provisions. 30 SECTION 10.06 Withdrawal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 SECTION 10.07 Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 ARTICLE XI DISSOLUTION, LIQUIDATION AND TERMINATION
Additional Transfer Provisions. The stock certificate or certificates or Subordinated Notes that the Participant delivers to the Company pursuant to Section 6.3 shall be transferred to the prospective purchaser in consummation of the sale of the Series C Preferred Stock or Common Stock pursuant to the terms and conditions specified in the Notice, and the Section 6 Selling
Additional Transfer Provisions. (1) Any Investor who shall Transfer all of its Investor Unit Rights shall cease to be an Investor.
(2) If any Investor Unit Right is Transferred in compliance with the provisions of this Section, or is redeemed by the Partnership, or acquired by WEA pursuant to Section 16.1 hereof, on any day other than the first day of a Partnership Year, then Net Income, Net Losses, each item thereof and all other items of income, gain, loss, deduction and credit attributable to such Investor Unit Right for such Partnership Year shall be allocated to the transferor Investor, or the Tendering Party (as the case may be) and, in the case of a Transfer or assignment other than a Redemption, to the transferee Investor, by taking into account their varying interests during the Partnership Year in accordance with Code Section 706(d), using the "interim closing of the books" method or another permissible method selected by the Managing General Partner. Solely for purposes of making such allocations, each of such items for the calendar month in which a Transfer occurs shall be allocated to the transferee Investor and none of such items for the calendar month in which a Transfer or a Redemption occurs shall be allocated to the transferor Investor, or the Tendering Party (as the case may be) if such Transfer occurs on or before the fifteenth (15th) day of the month, otherwise such items shall be allocated to the transferor. All distributions of Available Cash attributable to such Investor Unit Rights with respect to which the Partnership Record Date is before the date of such Transfer, assignment or Redemption shall be made to the transferor the transferor Investor, or the Tendering Party (as the case may be) and, in the case of a Transfer other than a Redemption, all distributions of Available Cash thereafter attributable to such Investor Unit Right shall be made to the transferee Investor.
(3) In addition to any other restrictions on Transfer herein contained, in no event may any Transfer or assignment of an Investor Unit Right by any Investor (including any Redemption, any acquisition of Partnership Units by WEA or any other acquisition of Partnership Units by the Partnership) be made (i) to any person or entity who lacks the legal right, power or capacity to own an Investor Unit Right; (ii) in violation of applicable law; (iii) of any component portion of an Investor Unit Right, such as the Capital Account, or rights to distributions, separate and apart from all other component...
Additional Transfer Provisions. (a) Notwithstanding section 6.1, (i) in the absence of a Qualified Notice the Company and each Member and Manager shall be entitled to assume that, and to act in all respects as though, no Transfer or Succession of an interest in the Company has occurred, and (ii) unless otherwise indicated in a Qualified Notice the Company and each Member and Manager shall be entitled to assume that the Transferee or Successor is to be admitted as a Member in substitution for the Transferor or Predecessor with respect to the interest that is the subject of such Qualified Notice.
(b) No Transfer or Succession (whether or not including a substitution) of or with respect to an interest in the Company shall relieve the Transferor or Predecessor of any duties or obligations as such theretofore incurred (including, but not limited to, obligations to make future contributions to the Company expressly required by this Agreement), except to the extent provided in a writing signed by the Company (and/or, if applicable, the other obligee(s) thereof).