Transfer Assets Sample Clauses
The Transfer Assets clause defines the terms and conditions under which ownership or rights to specific assets are transferred from one party to another. It typically outlines what assets are included in the transfer, the timing and method of transfer, and any obligations or representations related to the assets, such as ensuring they are free of liens or encumbrances. This clause is essential for ensuring a clear and legally binding change of ownership, minimizing disputes over what is being transferred and protecting both parties' interests during the transaction.
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Transfer Assets. The Parties agree the scope of the transfer assets covers only the assets and their ownership listed on the exhibit of this Agreement. Any contracts, agreements, rights and responsibilities in the agreements between Transferor and any third parties that relate to the transfer assets and their debt and credit relationship are not included. The Transferor shall assume such responsibilities to the third party by itself and protect and ensure Transferee is free from these liabilities and responsibilities. Parties agree, the Transferee will not assume any debt, liability, account receivable, bank loan, government tax or fee or any other mortgages on the transfer assets.
Transfer Assets. Borrower shall not, and shall not permit any Borrowing Base Entity to, Transfer any personal property unless (i) such Transfer is in the ordinary course of business, (ii) such personal property is replaced with property of reasonably equivalent value, (iii) such Transfer is required pursuant to the terms of the applicable Management Agreement, or (iv) such Transfer is permitted by another provision of this Agreement.
Transfer Assets. Not sell, contract for sale, transfer, convey, assign, lease or sublet any of its assets including, but not limited to, the Collateral, except in the ordinary course of business as presently conducted by the Borrower and then, only for full, fair and reasonable consideration.
Transfer Assets. Transfer any asset other than in the ordinary course of business or Transfer any interest in the Property except as may be permitted hereby or in the other Loan Documents;
Transfer Assets. Transfer any asset other than in the ordinary course of business or Transfer any interest in the Property except in each case (including in connection with a Release or Substitution) as may be permitted hereby or in the other Mezzanine Loan Documents;
Transfer Assets. Except in the ordinary course of business, sell, lease, transfer, assign or otherwise dispose of any of its property without written permission from Lender.
Transfer Assets. Not sell, contract for sale, transfer, convey, assign, lease or sublet any of its assets except in the ordinary course of business as presently conducted by the Borrower, and then, only for full, fair and reasonable consideration.
Transfer Assets. 1. The Sellers have, and the sale pursuant to this Agreement will vest the Purchaser with, full, unrestricted, exclusive, valid and transferable title to and ownership of the Transfer Assets free and clear of all Encumbrances.
2. All Transfer Assets that are tangible property are in a condition satisfactory for use for the purpose for which they are currently used in the conduct of the EL Business having due regard to their age and normal wear and tear and have been properly maintained for normal use in the ordinary course of the EL Business.
3. Subject to Sellers’ inventory reserve existing on the Transfer Date as described on Appendix 14, all Inventory is of a good, usable and merchantable quality and quantity usable for the purpose which they are used in the ordinary course of the EL Business.
Transfer Assets. Transfer or permit Operating Lessee to transfer any asset other than in the ordinary course of business or Transfer any interest in the Property except as may be permitted hereby or in the other Loan Documents;
Transfer Assets. Not, after the date hereof, sell, contract for sale, convey, transfer, assign, lease or sublet, any of its assets (including, but not limited to, the Collateral) except in the Ordinary Course of Business and, then, only for full, fair and reasonable consideration.