Execution of Transfer Instruments Sample Clauses

Execution of Transfer Instruments. (a) On the Effective Date, GKK Stars shall execute and deposit (and/or cause to be executed and deposited) with KBSAS or its designee the Transfer Instruments with respect to each of the Equity Interests. With the exception of the Transfer Instruments pertaining to GKK Stars's Equity Interest in AFRT, which shall be in favor of KBSAS or such other entity as directed by KBSAS (the "Initial AFRT Transfer Documents"), the Transfer Instruments shall be "in blank" or, at the direction of Acquisition Co, in favor of Acquisition Co or a designee. Acquisition Co or KBSAS, as applicable, shall consummate the direct or indirect Transfer of all of the Equity Interests through contractual assignments of the applicable Equity Interests or foreclosures of such Equity Interests, in either case, in accordance with this Agreement on or prior to the Outside Transfer Date, except to the extent set forth in Section 3.5(d) and except to the extent otherwise provided in Section 9.5, and, notwithstanding the foregoing, neither Acquisition Co nor KBSAS shall be in breach of such obligations to the extent they are excused from performance pursuant to the provisions of Section 9.5 or are otherwise prevented by operation of law or judicial process from consummating such Transfers to the extent provided for below. KBSAS shall have the right to select the order in which the applicable Equity Interests are Transferred and whether an Equity Interest will be Transferred by a contractual assignment or through foreclosure. The Transfer Instruments shall provide that, unless GKK Stars's Equity Interest in AFRT is Transferred to Acquisition Co or its designated subsidiary prior to the Outside Transfer Date, in which case the Initial AFRT Transfer Documents shall be deemed null and void, GKK Stars's Equity Interest in AFRT shall be deemed Transferred to KBSAS on the Outside Transfer Date pursuant to the Initial AFRT Transfer Documents unless Acquisition Co and KBSAS are excused from effectuating such Transfer pursuant to the provisions of Section 9.5 herein; provided, that if a Proceeding or other judicial process exists on December 15, 2011 pursuant to which a stay or other injunctive action on the Transfer of GKK Stars's Equity Interest in AFRT is in effect, such Transfer shall instead be deemed to have occurred pursuant to the Initial AFRT Transfer Documents on the date that is ten (10) business days after any order lifting such stay or injunctive action is final and nonappealable. Notwith...
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Execution of Transfer Instruments. In furtherance of the foregoing, NGPC and NGP, as applicable, shall execute and deliver (i) an Assignment and Assumption of Leases substantially in the form attached hereto as Exhibit B for recordation in the official records of Humboldt County, Nevada, (ii) appropriate notices necessary in connection with the transfer of permit rights identified on Exhibit A and (ii) appropriate assignments of record title interest in those geothermal leases with the Bureau of Land Management described as the Federal Leases on Exhibit A, conveying all of NGPC’s right, title and interest in the real property interests more particularly described in such assignment documents to NGP1. Notwithstanding the foregoing, NGPC’s or NGP’s, as applicable, right title and interest in such real property and permit interests shall be deemed to have been contributed to NGPC (if applicable) and Holdco pursuant to this Agreement immediately prior to their assignment to NGP1 pursuant to the terms of such assignment documentation.

Related to Execution of Transfer Instruments

  • Execution of Transactions (a) In executing transactions for the Assets, selecting brokers or dealers and negotiating any brokerage commission rates, the Sub-Adviser will use its best efforts to seek the best overall terms available. In assessing the best overall terms available for any portfolio transaction, the Sub-Adviser will consider all factors it deems relevant including, but not limited to, the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer and the reasonableness of any commission for the specific transaction and for transactions executed through the broker or dealer in the aggregate. In selecting brokers or dealers to execute a particular transaction and in evaluating the best overall terms available, to the extent that the execution and price offered by more than one broker or dealer are comparable the Sub-Adviser may consider any brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Sub-Adviser or to CSAM for use on behalf of the Fund or other clients of the Sub-Adviser or CSAM.

  • Instruments of Transfer The Stockholder is delivering to LandCARE certificates representing all of the Shares, duly endorsed (or accompanied by duly executed stock powers).

  • Documentation of Transfers You can receive a transaction receipt at the time you make any transfer to, from, or between your account(s) using an ATM. · If you have arranged to have direct deposits (which are electronic funds transfers as described in Section 4) made to your asset account(s) at least once every 60 days from the same person or company, the person or company making the deposit will tell you every time they send us the money. You may visit any branch, call us at 000-000-0000 or 000-000-0000, or access your transaction history via ComputerLine, MoneyLine, Green on the Go® for mobile, or the MSUFCU Mobile app to find out whether the deposit has been made. · You will get a statement every month if you have authorized any electronic funds transfer service described in Section 4. If no electronic funds transfer occurs in a particular calendar quarter, you will still receive a statement for that quarter. However, for an asset account to which you have authorized no electronic funds transfers other than preauthorized credits, you will get a statement quarterly. On any account considered dormant, a statement will be sent to you annually. · Periodic statements we send you on accounts that are subject to electronic funds transfers described in Section 4 and transaction receipts issued by an ATM are admissible evidence. · Your right to documentation as set forth above in this section does not apply when the electronic funds transfer occurs outside of the United States.

  • Terms of Transfer Upon the transfer referred to in Section 6.1 becoming effective:

  • Documentation of Transfer Seller shall undertake to file the documents which would be necessary to perfect and maintain the transfer of the security interest in and to the Receivables and Other Conveyed Property.

  • Execution of Transaction Documents The Transaction Documents shall have been executed and delivered by the parties thereto.

  • Effect of Transfer If Landlord consents to a Transfer, (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified, (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee, (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form reasonably acceptable to Landlord, (iv) Tenant shall furnish upon Landlord’s request a complete statement, certified by an independent certified public accountant, or Tenant’s chief financial officer, setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease, including, without limitation, in connection with the Subject Space. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency, and if understated by more than two percent (2%), Tenant shall pay Landlord’s costs of such audit.

  • Definition of Transfer A transfer is a change in the employee's work location and supervision to a position of equal classification.

  • DESCRIPTION OF TRANSFER Categories of data subjects whose personal data is transferred Data exporter may submit Personal Data to the Service, the extent of which is determined and controlled by the data exporter in its sole discretion, and which may include, but is not limited to Personal Data relating to the following categories of data subjects: ● Customers, business partners, and vendors of the data exporter (who are natural persons) ● Employees or contact persons of data exporter customers, business partners, and vendor ● Employees, agents, advisors, contractors, or any user authorized by the data exporter to use the Service (who are natural persons) Categories of personal data transferred Data exporter may submit Personal Data to the Service, the extent of which is determined and controlled by the data exporter in its sole discretion, and which may include, but is not limited to the following categories of personal data: ● First and last name ● Business contact information (company, email, phone, physical business address) ● Personal contact information (email, cell phone) ● Title ● Position ● Employer ● ID data ● Professional life data ● Personal life data (in the form of security questions and answers) ● Connection data ● Localization data Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures. Data exporter may submit special categories of data to the Service, the extent of which is determined and controlled by the data exporter in its sole discretion, and which may include Personal Data concerning health information. If applicable, data exporter agrees that it has reviewed and assessed the restrictions and safeguards applied to the special categories of Personal Data, including the measures described in the Trust & Compliance Documentation (as defined by this DPA) and Documentation (as defined in the Agreement), and has determined that such restrictions and safeguards are sufficient. The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis) Subject to Customer’s use of the Service, Personal Data will be transferred on a continuous basis during the term of the Agreement. Nature of the processing Identity and access management and related services pursuant to the Agreement. Purpose(s) of the data transfer and further processing The objective of Processing of Personal Data by the data importer is the performance of the Service pursuant to the Agreement and as instructed by data exporter in its use of the Service. The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period Data exporter may retain Personal Data in the Service for the duration of the Agreement. Personal Data within the Service post-termination of the Agreement will be retained and deleted in accordance with the Documentation. For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing Sub-processors may only Process Personal Data as necessary for the performance of the Service pursuant to the Agreement and for the duration of the Agreement. Sub-processor information are made available on Okta’s ‘Agreements’ webpage (accessible via xxx.xxxx.xxx/xxxxxxxxxx under the “Trust & Compliance Documentation” link).

  • Conveyance of Transferred Assets In consideration of the Issuer’s sale and delivery to, or upon the order of, the Seller of all of the Notes and the Certificate on the Closing Date, the Seller does hereby irrevocably sell, transfer, assign and otherwise convey to the Issuer without recourse (subject to the obligations herein) all right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the Transferred Assets, as evidenced by an assignment substantially in the form of Exhibit A delivered on the Closing Date. The sale, transfer, assignment and conveyance made hereunder does not constitute and is not intended to result in an assumption by the Issuer of any obligation of the Seller or the Originator to the Obligors, the Dealers, insurers or any other Person in connection with the Receivables or the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto.

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