The Transfer Clause Samples
The Transfer clause defines the conditions and procedures under which rights, obligations, or interests under an agreement may be assigned or transferred from one party to another. Typically, this clause outlines whether such transfers require prior written consent, specify any exceptions, and may detail the process for notifying the other party. For example, it might allow a company to transfer its contractual rights to a subsidiary but prohibit transfers to unrelated third parties without approval. The core function of this clause is to control and clarify how contractual relationships can change hands, thereby protecting the interests of all parties and preventing unwanted or unauthorized assignments.
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The Transfer. At or prior to the Distribution Time, to the extent not already consummated, each of AREC and EMC shall, and shall, to the fullest extent permitted by Applicable Law, cause the other members of its Group to, consummate the Transfer.
The Transfer. Agent agrees to provide the Funds with full access to the Transfer Agent System and all enhancements thereto to the same extent that such is made available to other Transfer Agent clients.
The Transfer. At or prior to the Distribution Time, to the extent not already consummated, each of SWBI and AOUT shall, and shall, to the fullest extent permitted by Applicable Law, cause the other members of its Group to, consummate the Transfer.
The Transfer. 2.1 Effective as of the Transfer Time, Reuters hereby sells and transfers and the Company hereby purchases all of Reuters and its applicable affiliates’ right, title and interest in the Intellectual Property.
2.2 The price for the sale and transfer in Section 2.1 shall be the sum of $350,000, as outlined in Schedule A (the “Consideration”).
2.3 If any sales tax, value added tax or other transfer tax is properly chargeable in respect of the sale and purchase in Section 2.1, the Company shall pay to Reuters the amount of such tax in addition to and at the same time as the Consideration. Reuters will issue to the Company a proper tax invoice in respect thereof.
2.4 THE COMPANY HEREBY ACKNOWLEDGES THAT REUTERS MAKES NO REPRESENTATION OR WARRANTY TO THE COMPANY UNDER THIS AGREEMENT, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE INTELLECTUAL PROPERTY, AND THAT THE ABOVE SALE AND TRANSFER IS MADE TO THE COMPANY ON AN “AS IS” BASIS.
The Transfer. CSI hereby agrees to transfer to Riverstone the Cash ------------ and all of its rights, title and interest in and to the Investment Securities, free and clear of any liens, and in exchange therefor, Riverstone shall issue to CSI the Riverstone Shares free and clear of any liens, and shall assume any liabilities and obligations associated with the Investment Securities, including but not limited to the obligations of CSI set forth on Exhibit B hereto, all effective ---------- as of the Closing (as defined in Section 4), except for transfer of title to the Investment Securities, which shall occur as set forth in Section 1.2 below.
The Transfer. The Transferor shall, promptly upon the execution of this Agreement by all of the parties
The Transfer. On the terms and subject to the conditions set forth herein, Seller hereby sells, assigns and transfers to Purchaser, and Purchaser hereby purchases, acquires and assumes from Seller, all of Seller’s right, title and interest in and to the Transferred Interests, including from and after the Effective Date (as defined below) all allocations of profits and losses and distributions of cash or other property, in respect of the Transferred Interests, all future payment and legal obligations in respect of the Transferred Interests and all other rights and obligations otherwise accruing to Seller by virtue of owning the Transferred Interests, in exchange for the Purchase Price. Seller shall pay the Cash Purchase Price to Seller by wire transfer of immediately available funds on the Effective Date to such account or accounts as shall be designated by Seller in writing to Purchaser prior to the Effective Date.
The Transfer. On the terms and subject to the conditions set forth herein, including receipt by Seller of the Purchase Price by wire transfer of immediately available funds, Seller hereby sells, assigns and transfers to Purchaser, and Purchaser hereby purchases, acquires and assumes from Seller, all of Seller’s right, title and interest in and to the Transferred Interests, including from and after the Effective Date (as defined below) all allocations of profits and losses and distributions of cash or other property, in respect of the Transferred Interests, all future payment and legal obligations in respect of the Transferred Interests and all other rights and obligations otherwise accruing to Seller by virtue of owning the Transferred Interests, in exchange for the Purchase Price.
The Transfer. The Leased Property will be transferred to the Lessee on the date specified in the Addendum (hereinafter: the “Transfer Date”), in its current condition (“as is”), and the Lease Period will commence from the foregoing date, regardless of whether or not the Lessee has appeared to receive possession of the Leased Property on the Transfer Date. It is hereby clarified that that the electrical connection to the Leased Property, which will be provided by the Lessor, will be up to 0.25 ampere per gross square meter of the area of the Leased Property, and no more. It is hereby clarified that that any cost which may be involved with the electrical connection, in an amount exceeding the foregoing, will apply in full to the Lessee, and the Lessee will pay the aforementioned amount to the Lessor and/or the competent authority, immediately upon the first demand by the Lessor and/or the competent authority, as applicable. For the avoidance of doubt, it is hereby declared and agreed that any non-appearance by the Lessee on the Transfer Date for the purpose of accepting the Leased Property into its possession will nor derogate from any of the Lessee’s undertakings in accordance with this Agreement.
The Transfer. The Vendor hereby agrees to transfer the Subdivided Lands to the Purchaser for the Purchase Price and on the terms and subject to the conditions set out in this Agreement.