Transfer and Assumption Sample Clauses
Transfer and Assumption. Effective as of the Effective Date, the Transferor hereby irrevocably assigns, transfers, and conveys to the Transferee, and the Transferee hereby accepts and assumes from the Transferor, (i) all of the Transferor’s rights, title, and interest in and to the Reinsurance Agreement, and (ii) all of the Transferor’s duties, obligations, and liabilities under the Reinsurance Agreements (whether existing now or arising hereafter with respect to periods on, before or after the Effective Date) (the “Transfer”).
Transfer and Assumption. (a) Notwithstanding the foregoing and subject to the terms and satisfaction of all the conditions precedent set forth in this Section 5.26.2, Borrower shall have a one-time right to Transfer the Property to another party (the “Transferee Borrower”) and have the Transferee Borrower assume all of Borrower’s obligations under the Loan Documents, and have replacement guarantors and indemnitors assume all of the obligations of the indemnitors and guarantors of the Loan Documents (collectively, a “Transfer and Assumption”). Borrower may make a written application to Lender for Lender’s consent to the Transfer and Assumption, subject to the conditions set forth in paragraphs (b) and (c) of this Section 5.26.
Transfer and Assumption. 47 5.27 LIENS...............................................................49 5.28 DISSOLUTION.........................................................49 5.29 EXPENSES............................................................49 5.30 INDEMNITY...........................................................50 5.31
Transfer and Assumption. Notwithstanding anything to the contrary contained in Section 5.2.10 hereof, Lender shall not unreasonably withhold its consent to a sale, assignment, or other transfer of all of the Properties (i) provided that (A) Lender receives at least sixty (60) days prior written notice of such transfer, (B) no Event of Default has occurred and is continuing both at the time such notice is given and as of the closing date of such transaction, (C) a Securitization has occurred, and (ii) upon the satisfaction of the following conditions precedent:
(a) The transferee shall be a single purpose and bankruptcy remote entity (“Transferee”) and controlled and majority owned (directly or indirectly) by a Permitted Transferee;
(b) The identity, experience (including demonstrated expertise in owning and operating properties similar in location, size, class and operation to the Properties), financial condition and creditworthiness (including no history of any bankruptcy or similar proceeding within the preceding ten (10) years) of the sponsor(s) or principals(s) of Transferee and of any party proposed to become a substitute guarantor, as evidenced by financial statements and other information requested by Lender, shall be satisfactory to Lender;
(c) The organizational documents of Transferee and its sponsor(s) or principal(s) shall be in form and substance satisfactory to Lender, including lien searches and other internal “know your client” due diligence acceptable to Lender;
(d) Certified copies of all documents evidencing such transfer and assumption, which shall be in form and substance satisfactory to Lender;
(e) Borrower or Transferee shall pay any and all costs incurred in connection with the transfer (including Lender’s attorneys’ fees and disbursements and all recording fees, transfer taxes, title insurance premiums and mortgage and intangible taxes and any fees of any Rating Agencies), it being acknowledged and agreed that Borrower shall have this obligation if the transaction is not consummated;
(f) Transferee shall comply with all of the requirements of Section 4.1.36 hereof;
(g) Transferee shall not be an Affiliate of either Borrower or Guarantor;
(h) Transferee shall assume all of the obligations of Borrower under the Note, the Security Instruments, this Agreement and the other Loan Documents in a manner satisfactory to Lender in all respects, including by entering into an assumption agreement in form and substance satisfactory to Lender and delivering such legal o...
Transfer and Assumption. (a) Subject to obtaining Lender's prior written consent, which may be withheld in Lender's reasonable and absolute discretion, and subject to the terms and satisfaction of all of the conditions precedent set forth in this Section 5.26.3, Borrowers shall have a one-time right to Transfer the Property to one or more parties (the "TRANSFEREE BORROWER") and have the Transferee Borrower assume all of Borrowers' obligations under the Loan Documents, and have replacement guarantors and indemnitors assume all of the obligations of the indemnitors and guarantors of the Loan Documents (collectively, a "TRANSFER AND ASSUMPTION"). Borrowers may make a written application to Lender for Lender's consent to the Transfer and Assumption, subject to the conditions set forth in paragraphs (b) and (c) of this Section 5.26.
Transfer and Assumption. (a) Notwithstanding the foregoing, Borrower shall have the right to Transfer the Property to another party (the "Transferee Borrower") and have the Transferee Borrower assume all of Borrower's obligations under the Loan Documents, and have replacement guarantors and indemnitors assume all of the obligations of the indemnitors and guarantors of the Loan Documents and the Master Lease (collectively, a "Transfer and Assumption"). Borrower may make a written application to Lender for Lender's consent to the Transfer and Assumption, subject to the conditions set forth in paragraphs (b) and (c) of this Section 5.26.
Transfer and Assumption. (a) Notwithstanding the foregoing and subject to the terms and satisfaction of all of the conditions precedent set forth in this Section 5.26.2, Borrowers shall have the right to Transfer all (but not less than all) of the Properties (which have not theretofore been released pursuant to Section 2.4.2 hereof) to another party (the “Transferee Borrower”) and have the Transferee Borrower assume all of Borrowers’ obligations under the Loan Documents, and have replacement guarantors and indemnitors assume all of the obligations of the indemnitors and guarantors of the Loan Documents (collectively, a “Transfer and Assumption”). Borrowers may make a written application to Lender for Lender’s consent to the Transfer and Assumption, subject to the conditions set forth in paragraphs (b) and (c) of this Section 5.26.
Transfer and Assumption. The parties agree that the terms and conditions of the Management Agreement are incorporated herein by reference. Effective April 1, 2005, LMFM hereby transfers, conveys and sets over all of its rights, interests, claims and entitlements under the Management Agreement to LMCM and to its successors and permitted assigns, to have and to hold the same forever, it being understood that such transfer, conveyance and set over will not result in the automatic termination of the Management Agreement as a result of an "assignment" within the meaning set forth in the 1940 Act and the regulations thereunder. LMCM hereby undertakes, assumes, and agrees to perform or otherwise discharge when due all covenants, liabilities, duties and obligations of LMFM under or in connection with or arising out of the Management Agreement. Except as expressly herein provided, this Transfer Agreement shall not be construed to modify, terminate or merge any rights any party to the Management Agreement has pursuant to the terms thereof, and the parties hereby confirm all of the terms and provisions of the Management Agreement as remaining in full force and effect.
Transfer and Assumption. As of the Effective Date, (a) IMCO hereby assigns, transfers, conveys and sets over all of its rights, title, interest, claims and entitlements in, to and under the Fund-Related Agreements to AMCO, (b) AMCO hereby (i) accepts such assignment, transfer, conveyance and set-over and (ii) assumes all of the covenants, liabilities, duties and obligations of IMCO arising out of, under and in connection with the Fund Related Agreements, and (c) the Trust hereby consents to such assignment, transfer, conveyance and set-over and to such assumption of all of the covenants, liabilities, duties and obligations arising out of, under and in connection with the Fund Related Agreements. Except as otherwise provided herein, this Agreement shall not be construed to modify, terminate or merge any rights any party to any Fund Related Agreement has pursuant to the terms thereof, and the parties to this Agreement each confirm that the transfer and assumption contemplated by this Agreement shall be effected through the execution of this Agreement and the execution of new Advisory Agreements, Management Agreements, Administration Agreements and Subadvisory Agreements (collectively, the New Agreements) to replace IMCO with AMCO as the counterparty to the Fund Related Agreements, effective as of the Effective Date. The parties hereto agree that the terms and conditions of each New Agreement with respect to the Trust and its Funds, including the services provided thereunder and the fees payable for the provision of such services, will be the same as those of the corresponding Fund Related Agreement listed on Schedule 1, other than those changes that are necessary to convert the agreement into a contract with AMCO; provided, however, that nothing in this Agreement shall be construed as prohibiting the parties from amending any New Agreement at any time after the Effective Date, subject to any required approvals under applicable law and the terms of the applicable New Agreement.
Transfer and Assumption. 2.1 Subject to completion of the Conditions Precedent and such other terms set forth in this Agreement, on the BTA Closing Date, the Transferor hereby irrevocably agrees to transfer, convey, grant, assign and deliver to the Transferee and the Transferee hereby agrees to acquire, assume receive and accept from the Transferor, free of all Encumbrances, all of the Transferor’s rights, title and interests in the Hotel Business Undertaking as a going concern on a Slump Sale basis free and clear of all Encumbrances (save and except as Disclosed), for a lump sum Consideration, such that upon Closing, the Transferee is entitled to exercise all rights, powers and authority for conducting and carrying on the Hotel Business Undertaking in its own name and for its sole benefit.
2.2 It is further clarified that the lump sum Consideration is a composite purchase consideration for the whole of the Hotel Business Undertaking, and no purchase consideration/independent values are being assigned to any Assets of the Hotel Business Undertaking or the Liabilities of the Hotel Business Undertaking, and the determination of value of any of the Assets of the Hotel Business Undertaking, or the Liabilities of the Hotel Business Undertaking, for the purposes of payment of stamp duty, registration fees or other similar Taxes or fees, shall not be regarded as assignment of values to individual assets or liabilities.
2.3 Notwithstanding anything to the contrary contained in this Agreement, the Transferee shall not assume or be liable for, or have any obligations or liabilities towards any assets and liabilities which do not form part of the Assets of the Hotel Business Undertaking, or the Liabilities of the Hotel Business Undertaking, as the case may be.
2.4 For U.S. federal income tax purposes only and to the extent applicable, the Parties agree that the final purchase price (and any other amounts treated as consideration for U.S. federal income tax purposes) shall be allocated among the assets in accordance with the rules under Section 1060 of the United States Internal Revenue Code of 1986, as amended, and the United States Treasury Regulations promulgated thereunder. The Transferee shall prepare such allocation. The Parties agree to act in accordance with the computations and allocations as determined by the Transferee pursuant to this Clause 2.4 in any relevant U.S. federal, state or local Tax Returns or filings.