JV Transfer definition

JV Transfer means the consummation of a disposition, including pursuant to a Spin-off, of all or a portion of a JV Interest or the stock of TRMI or TRMI East, as the case may be, in accordance with Section 3.01 hereof.
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JV Transfer shall have the meaning set forth in Exhibit B.
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Examples of JV Transfer in a sentence

  • Additionally, the Borrower and its Restricted Subsidiaries will not Dispose of any Spectrum except (a) pursuant to a Permitted JV Transfer or a Permitted Spectrum Swap, or (b) in a Sale and Leaseback Transaction or in a Disposition to a third party that is not an Affiliate of the Borrower, in each case, to the extent that, immediately after giving effect thereto on a pro forma basis, the Spectrum Disposition Requirements are satisfied with respect thereto.

  • Except as set forth in Section 4.2(c) of the Seller Disclosure Letter, neither the execution and delivery of any JV Transfer Agreement by the Joint Ventures, nor the consummation of the transactions contemplated hereby or thereby, will result in the loss to Buyer of any material benefit enjoyed by any member of the Seller Group or the Joint Ventures in connection with the Business or the Acquired Assets.

  • None of the Co-Trustees shall enter into any contract or agreement that would prevent or materially restrict the JV Transfer.

  • All of the Transferred JV Assets and the Assumed JV Liabilities will be transferred or assumed without any representation or warranty as to merchantability or fitness for any particular purpose, in an “as is” condition and on a “where is” basis, except as otherwise expressly set forth in this Agreement or the JV Transfer Documents.

  • For purposes of this Agreement, “JV Assets” means (i) all assets, properties, privileges, rights, interests and claims, real and personal, tangible and intangible, of every type and description that are owned, leased, held or used by the JV Entities or in which any JV Entity has any right, title or interest immediately prior to, at or after the JV Transfer Time and (ii) the Transferred JV Assets.

  • For the avoidance of doubt, Spectrum that is Disposed of (including in a Permitted JV Transfer) and then leased back by the Borrower or a Subsidiary Guarantor in a Sale and Leaseback Transaction shall not be included in Spectrum remaining or maintained by the Borrower or the Subsidiary Guarantors.

  • Notwithstanding the foregoing, a Permitted JV Transfer (as defined in the Notes) shall not be a Fundamental Transaction for purposes of this Section 4(c)(i).

  • The JV Transfer Documents shall not contain any representations, warranties or indemnities; provided, however, that the instruments pursuant to which the RMGI Real Estate is assigned to the Company shall include special warranties of title, consistent with Section 4.05, in the case of fee properties.

  • Each Joint Venture shall have all requisite power and authority to enter into, execute and deliver such agreements which are required to effect valid transfers of Seller's interests in the Joint Venture to the Buyer at the Closing (the "JV Transfer Agreements") as contemplated by this Agreement and the Related Agreements, to perform its obligations thereunder, and to consummate the transactions contemplated hereby and thereby.

  • Each member of the Seller Group has all requisite corporate power and authority to enter into, execute and deliver this Agreement, the JV Transfer Agreements and the Related Agreements, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby.

Related to JV Transfer

  • Asset Transfer means a sale, lease, exclusive license or other disposition of all or substantially all of the assets of the Company.

  • Custody transfer means the transfer of produced crude oil and/or condensate, after processing and/or treating in the producing operations, from storage tanks or automatic transfer facilities to pipelines or any other forms of transportation.

  • Title Transfer means the transfer of title to Gas between two (2) Shippers at a Delivery Point, provided that each such party has executed a Transportation Service Agreement, or the transfer of title to Gas between two (2) Shippers at ATP, provided each such party has executed either a Transportation Service Agreement or a Title Transfer Agreement.

  • Data Transfer means the copying or transmission of electronic information that does not alter the content, context, or structure of a record from 1 medium to another medium.

  • Type II transfer means that phrase as defined under Section 3 of the Executive Organization Act of 1965, 1965 PA 380, MCL 16.103.

  • Securitization Transfer The sale or transfer of some or all of the Mortgage Loans to a trust or other entity as part of a publicly-issued or privately-placed, rated or unrated mortgage pass-through or other mortgage-backed securities transaction.

  • Exempt Transfer means, in relation to shares held by a member:

  • Excluded Transfer means any transfer of VMTP Shares (1) to a tender option bond trust in which the Purchaser and/or its Affiliates collectively own all of the residual interests, (2) in connection with a distribution in-kind to the holders of securities of or receipts representing an ownership interest in any tender option bond trust in which the Purchaser and/or its Affiliates collectively own all of the residual interests, (3) in connection with a repurchase financing transaction or (4) relating to a collateral pledge arrangement.

  • Proposed Transfer means any assignment, sale, offer to sell, pledge, mortgage, hypothecation, encumbrance, disposition of or any other like transfer or encumbering of any Transfer Stock (or any interest therein) proposed by any of the Stockholders.

  • Transfer Any direct or indirect transfer or sale of any Ownership Interest in a Residual Certificate.

  • Permitted Transfer has the meaning set forth in Section 10.02.

  • IDR Transfer Agreement means an agreement to transfer, subject to the terms of Tariff, Part VI, section 237, Incremental Deliverability Rights to a party for the purpose of eliminating or reducing the need for Local or Network Upgrades that would otherwise have been the responsibility of the party receiving such rights. Immediate-need Reliability Project: “Immediate-need Reliability Project” shall have the same meaning provided in the Operating Agreement.

  • Pass-Through Transfer The sale or transfer of some or all of the Mortgage Loans to a trust to be formed as part of a publicly-issued and/or privately placed, rated or unrated, mortgage pass-through transaction, retaining the Company as "servicer" (with or without a master servicer) thereunder.

  • Type III transfer means that term as defined under Section 3(c) of the Executive Organization Act of 1965, 1965 PA 380, MCL 16.103.

  • Asset Transfer Agreement means the asset transfer agreement dated September 12, 2014 between Centurion Real Estate Opportunities Trust and Centurion Apartment REIT pursuant to which Centurion Apartment REIT seeded the initial portfolio of Centurion Real Estate Opportunities Trust.

  • credit transfer means a payment service for crediting a payee’s payment account with a payment transaction or a series of payment transactions from a payer’s payment account by the payment service provider which holds the payer’s payment account, based on an instruction given by the payer;

  • Pre-Exchange Transfer means any transfer or distribution in respect of one or more Common Units (i) that occurs prior to an Exchange of such Common Units, and (ii) to which Section 743(b) or 734(b) of the Code applies.

  • Lateral transfer or "transfer" - refers to the movement of an employee from one position to another which does not constitute a demotion or promotion;

  • Whole Loan Transfer Any sale or transfer of some or all of the Mortgage Loans, other than a Securitization Transaction.

  • Servicing Transfer Any transfer of the servicing by a Prior Servicer of Mortgage Loans to the Servicer under this Agreement.

  • Agency Transfer The sale or transfer by Purchaser of some or all of the Mortgage Loans to Xxxxxx Xxx under its Cash Purchase Program or its MBS Swap Program (Special Servicing Option) or to Xxxxxxx Mac under its Xxxxxxx Xxx Xxxx Program or Gold PC Program, retaining the Company as "servicer thereunder".

  • Restricted Transfer a transfer of Personal Data which is undergoing processing or which is intended to be processed after transfer, to a country or territory to which such transfer is prohibited or subject to any requirement to take additional steps to adequately protect the Personal Data processed under this Agreement for the transfer to be lawful under the Data Protection Legislation;

  • Fannie Mae Transfer As defined in Section 13 hereof.

  • Share Transfer Agreement means the share transfer agreement, in the agreed form, between the partners in the Company;

  • Transfer Instruction is a specific information provided for a transfer to be made that you provide to the Account to Account Transfer Service for a transfer of funds.

  • Transfer Vehicle means any vehicle that operates in space and transfers Payloads or persons or both between two different space objects, between two different locations on the same space object, or between a space object and the surface of a celestial body. A Transfer Vehicle also includes a vehicle that departs from and returns to the same location on a space object.