Transferor definition
Examples of Transferor in a sentence
This letter relates to U.S.$_________________ aggregate principal amount of [INSERT CLASS] (the "Applicable Notes") that are held in the form of a [Rule 144A Global Note] [Definitive Note] (CUSIP [(CINS)] No. ________) in the name of [INSERT NAME OF TRANSFEROR] (the "Transferor") to effect the transfer of the Applicable Notes in exchange for an equivalent beneficial interest in a Regulation S Global Note.
In the event that any Membership Interest is Transferred in accordance with the terms of this Agreement, the Transferee shall succeed to the Capital Account of the Transferor to the extent it relates to the Transferred Membership Interest and, subject to Section 5.04, shall receive allocations and distributions pursuant to ARTICLE V, ARTICLE VI, and ARTICLE XII in respect of such Membership Interest.
The Transferee has given fair consideration and reasonably equivalent value to the Transferor in exchange for the transfer of each Transferred Asset (or any number of them) from the Transferor pursuant to the this Agreement.
The Transferor shall perform each of its obligations under this Agreement and the other Transaction Documents to which it is a party and comply with all Applicable Laws, including those applicable to the Transferred Assets and all proceeds thereof, except to the extent that the failure to so comply could not reasonably be expected to have a material adverse effect.
Transferor, in connection with the Acquisition, has required Permitted Transferee to execute and deliver this Joinder pursuant to Section 7.02(b) of the Tax Receivable Agreement, dated as of ______________, 2025, by and among the Corporate Taxpayer and each TRA Party (as defined therein) (the “Tax Receivable Agreement”).