Designation of Transferees Sample Clauses

Designation of Transferees. 22 3.06 Due Diligence Review; Initial Inspection Period; ....... 22 Due Diligence Period ARTICLE IV Representations and Warranties ..................... 27
Sample 1
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Designation of Transferees. On or before seven (7) Business Days prior to Closing, Buyer shall have the right to designate one or more Affiliates of Buyer as the transferees to be named in one or more of the Conveyance Documents and may instruct the Sellers in writing to execute and deliver one or more of the Conveyance Documents to the designees so designated by Buyer. Each such designee must execute and deliver an Acknowledgment and Assumption Agreement in a form reasonably satisfactory to the Sellers and Buyer, pursuant to which each such designee shall acknowledge that such designee is an assignee of Buyer with respect to the Real Property or Personal Property for each of the Hotels, and shall agree to assume and discharge all of the obligations of Buyer at Closing and thereafter arising under this Agreement with respect to such Real Property or Personal Property (as the case may be). The designation of such Affiliates and the execution and delivery of the Conveyance Documents to them by the Sellers in accordance with Buyer's instructions shall not relieve or discharge Buyer of any of its obligations arising under this Agreement, including, without limitation, the obligation of the Buyer to pay the Purchase Price, all indemnification obligations of the Buyer under this Agreement, and any other obligations of the Buyer which survive Closing. In the event Buyer designates such transferees, the term "Buyer" as used herein shall be deemed to refer to each such designee with respect to the Real Property or Personal Property to be transferred to such designee.
Sample 1
Designation of Transferees. On or before two (2) Business Days prior -------------------------- to Closing, Buyer shall have the right to assign this Agreement to an Affiliate of Buyer or a Permitted Assignee or designate an Affiliate of Buyer or a Permitted Assignee as the transferee to be named in one or more of the Conveyance Documents and may instruct the Seller in writing to execute and deliver one or more of the Conveyance Documents to the designee so designated by Buyer. Each such assignee or designee must execute and deliver an Acknowledgment and Assumption Agreement in a form reasonably satisfactory to the Seller and Buyer, pursuant to which assignee or designee (as the case may be) shall acknowledge that such designee is an assignee of Buyer with respect to this Agreement or the Facility Assets transferred to such designee or assignee (as the case may be) and shall agree to assume and discharge all of the obligations of Buyer at Closing and thereafter arising under this Agreement with respect to such Facility Assets. The assignment of this Agreement to such Affiliate or Permitted Assignee or the designation of such Affiliate or Permitted Assignee and the execution and delivery of the Conveyance Documents to them by the Seller in accordance with Buyer's instructions shall not relieve or discharge Buyer of any of its obligations arising under this Agreement, including, without limitation, the obligation of the Buyer to pay the Purchase Price, all indemnification obligations of the Buyer under this Agreement, and any other obligations of the Buyer which survive Closing.
Sample 1

Related to Designation of Transferees

  • Rights of Transferees Subject to Section 7, the rights granted to the Holder hereunder of this Warrant shall pass to and inure to the benefit of all subsequent transferees of all or any portion of this Warrant (provided that the Holder and any transferee shall hold such rights in proportion to their respective ownership of this Warrant and Warrant Shares) until extinguished pursuant to the terms hereof.

  • Notice of Transfers In the event of any transfer of funds or Financial Assets to the Reserve Account pursuant to any provision of Section 4, Secured Party, or Pledgor, as the case may be, shall promptly, after initiating or sending out written instructions with respect to such transfer, give notice to the other such party by facsimile of the date and amount of such transfer.

  • Admission of Transferee as Member (a) A transferee of a Membership Interest desiring to be admitted as a Member must execute a counterpart of, or an agreement adopting, this Agreement and, except as permitted by paragraph (b) below, shall not be admitted without unanimous affirmative vote of the Managers, which vote must include the affirmative vote of each Independent Manager. Upon admission of the transferee as a Member, the transferee shall have the rights, powers and duties and shall be subject to the restrictions and liabilities of the Member under this Agreement and the LLC Act. The transferee shall also be liable, to the extent of the Membership Interest transferred, for the unfulfilled obligations, if any, of the transferor Member to make capital contributions to the Company, but shall not be obligated for liabilities unknown to the transferee at the time such transferee was admitted as a Member and that could not be ascertained from this Agreement. Except as set forth in paragraph (b) below, whether or not the transferee of a Membership Interest becomes a Member, the Member transferring the Membership Interest is not released from any liability to the Company under this Agreement or the LLC Act.

  • Documentation of Transfer Seller shall undertake to file the documents which would be necessary to perfect and maintain the transfer of the security interest in and to the Receivables and Other Conveyed Property.

  • Registration of Transfer The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant Register, upon surrender of such Warrant for transfer, properly endorsed with signatures properly guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. The Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon request.

  • Registration of Transfers The Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Company at its address specified herein. Upon any such registration or transfer, a new Warrant to purchase Common Stock, in substantially the form of this Warrant (any such new Warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a Warrant.

  • Effectuation of Transfers Each of the representations and warranties of the Borrower contained in this Agreement (and all corresponding definitions) are made after giving effect to the Transactions, unless the context otherwise requires.

  • Replacement of Transfer Agent In the event that the Borrower proposes to replace its transfer agent, the Borrower fails to provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to the Purchase Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount) signed by the successor transfer agent to Borrower and the Borrower.

  • Identity of Transfer Agent Forthwith upon the appointment of any Transfer Agent for the Shares or of any subsequent Transfer Agent for Shares issuable upon the exercise of the rights of purchase represented by the Warrants, the Company will file with the Warrant Agent a statement setting forth the name and address of such Transfer Agent.

  • Instruments of Transfer The Stockholder is delivering to LandCARE certificates representing all of the Shares, duly endorsed (or accompanied by duly executed stock powers).

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