Portfolio Transfer Clause Samples
A Portfolio Transfer clause allows one party to transfer a group of assets, liabilities, or contracts—collectively referred to as a portfolio—to another party, typically with the consent of the counterparty or under specified conditions. In practice, this might involve an insurer transferring a block of insurance policies to another insurer, or a financial institution moving a set of loans or investments to a different entity. The core function of this clause is to facilitate the efficient and orderly transfer of large groups of contractual rights and obligations, thereby enabling business restructuring, risk management, or regulatory compliance.
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Portfolio Transfer. A. If during the Term BAC in any way divests to another MasterCard issuing member a portfolio of any MasterCard Cards subject to this Agreement, then BAC shall **** convince the entity acquiring such Cards to maintain the MasterCard brand on such Cards for the duration of the Term.
B. If during the **** Term BAC in any way divests to another MasterCard issuing member a portfolio of MasterCard-branded **** Cards **** that would have been subject to the terms of this Agreement had no such divestiture occurred (a “Divestiture”), then BAC shall **** convince such purchaser/transferee to convert such MasterCard-branded **** Cards as MasterCard-branded **** Cards onto its **** and to reissue such MasterCard-branded **** Cards, if the new issuer is otherwise going to reissue such cards, as MasterCard-branded **** Cards. In the event that BAC is successful in so convincing such purchaser/transferee, then, subject to its reporting obligations under Section 4.4, the Annual Targets will each be automatically by MasterCard by an amount equivalent to **** of **** generated by such divested MasterCard Cards (subject to the next sentence, the “Revised Annual Targets”). In the event that in connection with a Divestiture, BAC is unsuccessful in so convincing the purchaser/transferee, then the Annual Targets will each be automatically **** by MasterCard by an amount equivalent to **** generated by such divested MasterCard Cards (subject to the previous sentence, the “Revised Annual Targets”). See Annex K for an example of this calculation. For the avoidance of doubt, the parties agree that a securitization or other funding financing arrangement undertaken in the ordinary course of BAC’s business, excluding a sale of individual portfolios as described above, shall not be considered a Divestiture.
Portfolio Transfer. Subject to the requirement for a transferee to sign a deed of adherence, the Ordinary Shares shall at all times be freely transferable (other than to competitors of the Group) as part of a transfer of an Investor’s investment portfolio (in whole or in part) or to entities in which an Investor has an economic interest (Portfolio Transfer).
Portfolio Transfer. As of the date of this announcement, the conditions to the Portfolio Transfer Agreement in respect of the proposed transfer of the Portfolio from Blue Cross to AIA Everest have not yet been satisfied. The Bank will make further announcement(s) concerning this proposed transfer as and when appropriate in accordance with the Listing Rules.
Portfolio Transfer. The Parties expressly agree that the Portfolio Transfer forms an integral part of this Agreement and acknowledge that the Portfolio Transfer is subject to specific legal rules concerning inter alia notifications, effectiveness and registration duty.
Portfolio Transfer. Commencing on the first anniversary of the Closing Date, PHL and Purchaser shall use their respective reasonable best efforts to negotiate the transfer on a contract by contract basis of the Insurance Liabilities and Reinsurance Liabilities for risks attaching on or prior to December 31, 1998 related to the long-term disability ("LTD") pools identified under the caption "LTD Pools" on SCHEDULE 8.10. The terms for the transfer of the three LTD Pools identified on SCHEDULE 8.10 shall be for consideration equal to the reserves for such contracts determined using the reserving methodology set forth on SCHEDULE 8.