Common use of The Transfer Clause in Contracts

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.

Appears in 2 contracts

Sources: Membership Interest Purchase Agreement (Brookfield Retail Holdings VII LLC), Membership Interest Purchase Agreement (Brookfield Retail Holdings VII LLC)