Subsequent Transfers Clause Samples

Subsequent Transfers. The Supplier shall: not adversely affect pension rights accrued by any Fair Deal Employee in the period ending on the date of the relevant future transfer; provide all such co-operation and assistance as the Schemes and the Replacement Supplier and/or the Customer may reasonably require to enable the Replacement Supplier to participate in the Schemes in respect of any Eligible Employee and to give effect to any transfer of accrued rights required as part of participation under New Fair Deal; and for the period either: after notice (for whatever reason) is given, in accordance with the other provisions of this Call Off Contract, to terminate the Agreement or any part of the Services; or after the date which is two (2) years prior to the date of expiry of this Call Off Contract, ensure that no change is made to pension, retirement and death benefits provided for or in respect of any person who will transfer to the Replacement Supplier or the Customer, no category of earnings which were not previously pensionable are made pensionable and the contributions (if any) payable by such employees are not reduced without (in any case) the prior approval of the Customer (such approval not to be unreasonably withheld). Save that this sub-paragraph shall not apply to any change made as a consequence of participation in an Admission Agreement. 12/08/2013 The Customer and the Supplier agree that: the commencement of the provision of the Services or of any relevant part of the Services will be a Relevant Transfer in relation to the Transferring Former Supplier Employees; and as a result of the operation of the Employment Regulations, the contracts of employment between each Former Supplier and the Transferring Former Supplier Employees (except in relation to any terms disapplied through the operation of regulation 10(2) of the Employment Regulations) shall have effect on and from the Relevant Transfer Date as if originally made between the Supplier and/or Notified Sub-Contractor and each such Transferring Former Supplier Employee. Subject to Paragraph 6, the Customer shall procure that each Former Supplier shall comply with all its obligations under the Employment Regulations and shall perform and discharge all its obligations in respect of all the Transferring Former Supplier Employees in respect of the period up to (but not including) the Relevant Transfer Date (including the payment of all remuneration, benefits, entitlements and outgoings, all wages, accrued but unt...

Subsequent Transfers. (a) Upon five Business Days prior written notice to the Trustee, the Depositor, the Seller, and the Trustee shall complete, execute, and deliver a Subsequent Transfer Agreement. Subject to the satisfaction of the conditions in Article II and paragraph (b) below and pursuant to the related Subsequent Transfer Agreement, in consideration of the Trustee's delivery on each Subsequent Transfer Date to the order of the Seller of all or a portion of the balance of funds in the related Pre-Funding Account (net of investment earnings), the Seller shall on each Subsequent Transfer Date transfer to the Depositor, without recourse, all the interest of the Seller in each Subsequent Mortgage Loan listed on the Mortgage Loan Schedule delivered by the Seller on the Subsequent Transfer Date, including all interest and principal received or receivable by the Seller on or with respect to each Subsequent Mortgage Loan after the related Cut-off Date and all interest and principal payments on each Subsequent Mortgage Loan received before the related Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on each Subsequent Mortgage Loan by the related Cut-off Date, and the Depositor shall simultaneously transfer to the Trustee for the benefit of the Certificateholders, without recourse, all the interest of the Depositor in each Subsequent Mortgage Loan listed on the Mortgage Loan Schedule delivered by the Seller on the Subsequent Transfer Date, including all interest and principal received or receivable by the Depositor on or with respect to each Subsequent Mortgage Loan after the related Cut-off Date and all interest and principal payments on each Subsequent Mortgage Loan received before the related Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on each Subsequent Mortgage Loan by the related Cut-off Date. (b) If the assignment and transfer of the Subsequent Mortgage Loans and the other property specified in this Section 2.09 from the Seller to the Depositor pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Seller intends that the rights and obligations of the parties shall be established pursuant to this Agreement and that, in such event, (i) the Seller shall be deemed to have granted and does hereby grant...

Subsequent Transfers. (a) Subject to the satisfaction of the conditions set forth in Article II hereof and paragraph (b) below and pursuant to the terms of the related Subsequent Transfer Agreement, in consideration of the Trustee's delivery on each Subsequent Transfer Date to or upon the order of the applicable Seller(s) of all or a portion of the balance of funds in the Pre-Funding Account, the applicable Seller(s) shall on such Subsequent Transfer Date irrevocably sell, transfer, grant, bargain, assign, set over and otherwise convey to the Trustee for the benefit of the Certificateholders, without recourse, all of the Seller(s)' right, title and interest in and to each related Subsequent Loan listed in the mortgage loan schedule attached as an exhibit to the related Subsequent Transfer Agreement including (i) the related Cut-Off Date Principal Balance and all interest payments due after the related Cut-Off Date; (ii) any real property that secured such Subsequent Loan and that has been acquired by foreclosure or deed in lieu of foreclosure; (iii) its interest in any insurance policies in respect of such Subsequent Loan; and (iv) all proceeds of the foregoing to the Trustee for the benefit of the Certificateholders. The transfer by the Seller(s) to the Trustee, for the benefit of the Certificateholders, of the Subsequent Loans set forth in the mortgage loan schedule attached as an exhibit to the related Subsequent Transfer Agreement shall be absolute and shall be intended by all parties hereto to be treated as a sale by the Seller(s) to the Trust Fund under applicable law, however, for financial reporting purposes the Seller(s) intend to treat any such transaction as the incurrence of debt by the applicable Seller(s). The amount released from the Pre-Funding Account shall be one hundred percent (100%) of the aggregate of the applicable Cut-Off Date Principal Balances of the Subsequent Loans so transferred. (b) On each Subsequent Transfer Date, the Trustee shall withdraw from the Pre-Funding Account funds in an amount equal to one hundred percent (100%) of the aggregate of the applicable Cut-Off Date Principal Balances of the Subsequent Loans so transferred to the Trust Fund on such Subsequent Transfer Date and shall use such cash to purchase such Subsequent Loans, along with the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to such Subsequent Transfer Date: (i) the Seller(s...

Subsequent Transfers. Grantor agrees to incorporate the terms of this Easement in any deed or other legal instrument by which it divests itself of any interest in all or a portion of the Property, including, without limitation, a leasehold interest. ▇▇▇▇▇▇▇ further agrees to give written notice to Grantee of the transfer of any interest at least twenty (20) days prior to the date of such transfer. The failure of Grantor to perform any act required by this paragraph shall not impair the validity of this Easement or limit its enforceability in any way.

Subsequent Transfers. Each of the Transferor, the Retention Holder and the Issuer agrees and acknowledges that (i) the Retention Holder may, subject to the terms and conditions set forth herein, acquire Additional Collateral Obligations and related Assets with respect thereto (the “Additional Conveyed Collateral”) from the Transferor, and the Issuer may, as permitted under the Indenture and subject to the terms and conditions set forth herein, acquire the Additional Conveyed Collateral from the Retention Holder, and (ii) the Issuer may acquire from the Retention Holder and the Retention Holder may acquire from the Transferor, as permitted under the Indenture and subject to the terms and conditions set forth herein, Substitute Collateral Obligations and any related Assets as set forth in Section 2.5 and the Indenture with respect thereto (the “Substitute Conveyed Collateral” and, together with the Additional Conveyed Collateral, the “Subsequent Conveyed Collateral”), in each case pursuant to a Subsequent Transfer Agreement, substantially in the form of Exhibit A hereto, duly executed by each of the Transferor, the Retention Holder and the Issuer (each such agreement, a “Subsequent Transfer Agreement”). The parties hereto agree that each such Subsequent Transfer Agreement will be deemed to become part of this Agreement as of the date of its execution (each such date, a “Cut-Off Date”) without further amendment hereof, provided that any sale of Subsequent Conveyed Collateral shall be effective as of the Settlement Date specified in such Subsequent Transfer Agreement. The purchase price paid by the Retention Holder for any Subsequent Conveyed Collateral shall be an amount equal to the Retention Holder Purchase Price with respect thereto, and the purchase price paid by the Issuer for any Subsequent Conveyed Collateral shall be an amount equal to the Issuer Purchase Price with respect thereto.

Subsequent Transfers. The Supplier shall: not adversely affect pension rights accrued by any Pension Member in the period ending on the date of the relevant future transfer; and provide all such co-operation and assistance as the Replacement Supplier and/or the Customer may reasonably require to enable the Replacement Supplier to participate in the PCSPS in respect of the Pension Members. 12/08/2013 In this Call Off Schedule 12, the following definitions shall apply:

Subsequent Transfers. The Landlord's consent to a Transfer shall not be deemed to be consent to any subsequent Transfer, whether or not so stated.

Subsequent Transfers. The Supplier shall: 15.1. not adversely affect pension rights accrued by any Fair Deal Employee in the period ending on the date of the relevant future transfer. 15.2. provide all such co-operation and assistance as the Schemes and the Replacement Supplier and/or the Customer may reasonably require enabling the Replacement Supplier to participate in the Schemes in respect of any Eligible Employee and to give effect to any transfer of accrued rights required as part of participation under New Fair Deal; and 15.3. for the period either: 15.3.1. after notice (for whatever reason) is given, in accordance with the other provisions of this Framework Agreement, to terminate the Agreement or any part of the Services; or 15.3.2. after the date which is two (2) years prior to the date of expiry of this Framework Agreement , ensure that no change is made to pension, retirement and death benefits provided for or in respect of any person who will transfer to the Replacement Supplier or the Customer, no category of earnings which were not previously pensionable are made pensionable and the contributions (if any) payable by such employees are not reduced without (in any case) the prior Approval of the Customer (such Approval not to be unreasonably withheld). Save that this sub-paragraph shall not apply to any change made because of participation in an Admission Agreement

Subsequent Transfers. A transferee to whom rights are transferred pursuant to this Section 4 may not again transfer such rights to any other person or entity, other than as provided in Section 4.1 above.