Transfer of FE Assets Sample Clauses

Transfer of FE Assets. Upon the terms and subject to the satisfaction of the conditions contained in this Agreement, each applicable FE Subsidiary, as designated in Schedules 4.1 (Avon Lake), 4.1 (New Castle) and 4.1 (Niles), agrees that all of its ownership rights and interests in and to all of the assets (except for Excluded FE Assets) constituting, or used in, and necessary to generate electricity from, its FE Plant, including, without limitation, those assets identified in Schedule 4.1 and those assets described below, each as in existence on the Exchange Closing Date (collectively, "FE Assets"), will be assigned and conveyed to DLC, free and clear of all Encumbrances (except for Permitted Encumbrances (FE Assets)), and DLC agrees that it will have assumed and acquired such beneficial ownership rights and interests in the FE Assets from the FE Subsidiaries, such assignment, conveyance, assumption and acquisition to be effective as of the satisfaction or waiver of the last of the conditions to the Exchange Closing set forth in Article IX by the Party entitled to the benefit of such condition.
Sample 1Sample 2
AutoNDA by SimpleDocs
Transfer of FE Assets. Upon the terms and subject to the satisfaction of the conditions contained in this Agreement, at the Auction Closing (as defined in Section 3.1) Seller will sell, assign and convey beneficial ownership, and cause each FE Subsidiary, pursuant to Section 2.1B, to transfer and deliver its Purchased FE Assets (as defined below) and Buyer will purchase, assume and acquire from Seller, and accept transfer and delivery from each FE Subsidiary, free and clear of all Encumbrances (except for Permitted Encumbrances), all of Seller's and such FE Subsidiary's right, title and interest in and to all the assets (except for Excluded FE Assets) constituting, or used in and necessary to generate electricity from, the FE Plants, including, without limitation, those assets identified in Schedule 2.1A and those assets described below, each as in existence on the Auction Closing Date (collectively, the "Purchased FE Assets"):
Sample 1

Related to Transfer of FE Assets

  • Transfer of Funds From such funds as may be available for the purpose in the relevant Fund Custody Account, and upon receipt of Proper Instructions specifying that the funds are required to redeem Shares of the Fund, the Custodian shall wire each amount specified in such Proper Instructions to or through such bank or broker-dealer as the Trust may designate.

  • Transfer of Membership Interests (a) The Member may transfer its Membership Interest, in whole but not in part, but the transferee shall not be admitted as a Member except in accordance with Section 6.07. Until the transferee is admitted as a Member, the Member shall continue to be the sole member of the Company (subject to Section 1.02) and to be entitled to exercise any rights or powers of a Member of the Company with respect to the Membership Interest transferred.

  • Transfer of Membership Interest The Sole Member may Transfer any part or all of its rights and interest (including, but not limited to, its Capital Account) in the Company (each a “Membership Interest”) now owned or hereafter acquired to any Person, and the transferee of such Membership Interest shall become a Member of the Company.

  • Transfer of Business Where a transfer of business occurs, an Employee who worked with the old employer and who continues in the service of the new employer will be entitled to count her/his service with the old employer as service with the new employer for the purposes of this clause.

  • TRANSFER OF RIGHTS IN THE PROPERTY This Security Instrument secures to Lender (i) the repayment of the Loan, and all renewals, extensions, and modifications of the Note, and (ii) the performance of Borrower’s covenants and agreements under this Security Instrument and the Note. For this purpose, Xxxxxxxx irrevocably mortgages, grants, and conveys to Lender the following described property located in the ______________________________________ of ____________________________________: [Type of Recording Jurisdiction] [Name of Recording Jurisdiction] which currently has the address of __________________________________________________ [Street] ___________________________________, Iowa ___________________ (“Property Address”); [City] [Zip Code] TOGETHER WITH all the improvements now or subsequently erected on the property, including replacements and additions to the improvements on such property, all property rights, including, without limitation, all easements, appurtenances, royalties, mineral rights, oil or gas rights or profits, water rights, and fixtures now or subsequently a part of the property. All of the foregoing is referred to in this Security Instrument as the “Property.” BORROWER REPRESENTS, WARRANTS, COVENANTS, AND AGREES that: (i) Borrower lawfully owns and possesses the Property conveyed in this Security Instrument in fee simple or lawfully has the right to use and occupy the Property under a leasehold estate; (ii) Borrower has the right to mortgage, grant, and convey the Property or Borrower’s leasehold interest in the Property; and (iii) the Property is unencumbered, and not subject to any other ownership interest in the Property, except for encumbrances and ownership interests of record. Borrower warrants generally the title to the Property and covenants and agrees to defend the title to the Property against all claims and demands, subject to any encumbrances and ownership interests of record as of Loan closing. THIS SECURITY INSTRUMENT combines uniform covenants for national use with limited variations and non-uniform covenants that reflect specific Iowa state requirements to constitute a uniform security instrument covering real property. UNIFORM COVENANTS. Borrower and Lender covenant and agree as follows:

  • Sale and Transfer of Assets Subject to and in accordance with the terms and conditions of this Agreement, at the Closing on the Closing Date (as defined below) Seller shall convey, transfer, deliver and assign to Buyer, and Buyer shall accept from Seller all of the assets, rights, privileges and interests, tangible, intangible, real, personal or mixed, and wherever located, now or hereafter owned, leased, held or used primarily in connection with the ownership, operation and management of the Business, including without limitation (collectively, the "ASSETS"):

  • Transfer of Note Each provision of this Note shall be and ---------------- remain in full force and effect notwithstanding any negotiation or transfer hereof and any interest herein to any other Holder or participant.

  • Transfer of Agreement 9.1 Unless with the prior consent from the Pledgee, the Pledgor has no right to grant or transfer any of his rights and obligations hereunder.

  • Transfer of Units 10.3.1 Units may be transferred only in the manner described in Article 9.2. The transfer of any Units and the admission of any new Partner shall not constitute an amendment to this Agreement.

  • Sale or Transfer of Assets; Suspension of Business Operations The Borrower will not sell, lease, assign, transfer or otherwise dispose of (i) the stock of any Subsidiary, (ii) all or a substantial part of its assets, or (iii) any Collateral or any interest therein (whether in one transaction or in a series of transactions) to any other Person other than the sale of Inventory in the ordinary course of business and will not liquidate, dissolve or suspend business operations. The Borrower will not in any manner transfer any property without prior or present receipt of full and adequate consideration.

Time is Money Join Law Insider Premium to draft better contracts faster.