Transfers Clause Samples

Transfers. Each Party shall guarantee investors of the other Party the transfer of their investments and returns held in the territory of the former Party, including: (a) profits, dividends, interests and other legitimate income; (b) amounts from total or partial liquidation of investments; (c) payments made pursuant to a loan agreement in connection with investment; (d) royalties referred to in the "returns" definition of Article 126 (Definitions); (e) payments of technical assistance or technical service fee, management fee; (f) payments in connection with projects on contract associated with investment; (g) earnings of nationals of a Party who work in connection with an investment in the territory of the other Party; and (h) the free transfer of compensation and other payments under Article 133 (Expropriation) and Article 134 (Compensation for Losses).

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty ...

Transfers. (i) Employees may be transferred from one location on a site where it is unreasonable to work due to Inclement Weather, to work at another location on the same site, or another site, which is not affected by Inclement Weather subject to the following: (A) no Employee shall be transferred to an area not affected by Inclement Weather unless there is work available in the Employees’ classification. (B) Employees may be transferred from one location on a site to work in areas which are not affected by conditions of Inclement Weather even though there may not be work for all Employees in such areas. (C) Employees may be transferred from one site to another site and the Employer shall provide, where necessary, transport.

Transfers. (a) Without the prior written consent of Lender, and except to the extent otherwise set forth in this Section 5.2.10 and Section 2.5 hereof, Borrower shall not, and shall not permit any Person owning a direct or indirect interest in Borrower or Operating Lessee to do any of the following (collectively, a “Transfer”): (i) sell, convey, mortgage, grant, bargain, encumber, pledge, assign, grant options with respect to, or otherwise transfer or dispose of (voluntarily or involuntarily, by operation of law or otherwise, and whether or not for consideration or of record) the Property or any direct or indirect interest therein, or (ii) permit a Sale or Pledge of a direct or indirect interest in Borrower or Operating Lessee, other than (A) the Operating Lease, (B) pursuant to Leases of space in the Improvements to tenants in accordance with the provisions of Section 5.1.20, (C) the Room License Agreements, and (D) Permitted Transfers. (b) Notwithstanding the foregoing, a sale or conveyance by Borrower of the Property subject to the lien of the Mortgage (but not any other mortgage, lien or other encumbrance (other than the Permitted Encumbrances and Room License Agreements hereafter entered into in the ordinary course of operating the Property)) is permitted provided that the following conditions are satisfied: (i) no Event of Default shall have occurred and be continuing and such sale or conveyance shall not result in an Event of Default; (ii) the Person to whom the Property is sold or conveyed (the “Transferee”) satisfies the requirements of a Special Purpose Entity and the organizational documents of the Transferee are reasonably acceptable to Lender and, after a Securitization, to the Rating Agencies; (iii) if such sale or conveyance occurs prior to a Securitization, Lender shall have consented to such sale or conveyance, which consent shall not be unreasonably withheld; (iv) Lender has received an Additional Insolvency Opinion which may be relied upon by Lender, the Rating Agencies and their respective successors and assigns, with respect to the Transferee and its applicable affiliates, which Additional Insolvency Opinion shall be reasonably acceptable to Lender or, after a Securitization, the Rating Agencies; (v) the Transferee shall execute an assumption, effective as of the date of transfer, of all of the obligations of the Borrower thereafter arising or to be performed under this Agreement, the Mortgage and the other Loan Documents, subject, however, to th...

Transfers. Except for Permitted Transfers, Borrower shall not, and shall not allow any Subsidiary to, voluntarily or involuntarily transfer, sell, lease, license, lend or in any other manner convey any equitable, beneficial or legal interest in any material portion of its assets.

Transfers. After the Effective Time, there shall be no transfers on the stock transfer books of the Company of the Shares that were outstanding immediately prior to the Effective Time.

Transfers. Each transferee or assignee of any Shares subject to this Agreement shall continue to be subject to the terms hereof, and, as a condition precedent to the Company’s recognizing such transfer, each transferee or assignee shall agree in writing to be subject to each of the terms of this Agreement by executing and delivering an Adoption Agreement substantially in the form attached hereto as Exhibit A. Upon the execution and delivery of an Adoption Agreement by any transferee, such transferee shall be deemed to be a party hereto as if such transferee were the transferor and such transferee’s signature appeared on the signature pages of this Agreement and shall be deemed to be an Investor and Stockholder, or Key Holder and Stockholder, as applicable. The Company shall not permit the transfer of the Shares subject to this Agreement on its books or issue a new certificate representing any such Shares unless and until such transferee shall have complied with the terms of this Section 7.2. Each certificate representing the Shares subject to this Agreement if issued on or after the date of this Agreement shall be endorsed by the Company with the legend set forth in Section 7.12.

Transfers. Subject to the terms and conditions contained in Section 10 hereof, this Warrant Agreement and all rights hereunder are transferable in whole or in part by the Warrantholder and any successor transferee, provided, however, in no event shall the number of transfers of the rights and interests in all of the Warrants exceed three (3) transfers. The transfer shall be recorded on the books of the Company upon receipt by the Company of a notice of transfer in the form attached hereto as Exhibit III (the "Transfer Notice"), at its principal offices and the payment to the Company of all transfer taxes and other governmental charges imposed on such transfer.

Transfers. Employees may be transferred from one location on a site where it is unreasonable to work due to inclement weather, to work at another location on the same site, or another site, which is not affected by inclement weather subject to the following: 24.13.1 No employee shall be transferred to an area not affected by inclement weather unless there is work available in the employees’ classification. 24.13.2 Employees may be transferred from one location on a site to work in areas, which are not affected by conditions of inclement weather even though there may not be work for all employees in such areas. 24.13.3 Employees may be transferred from one site to another site and the employer provides, where necessary, transport.