Transfer Act Sample Clauses

Transfer Act. If the Transfer of any of the SpinCo Real Property to SpinCo pursuant to Section 2.2(a)(iv) triggers the Transfer Act, then SpinCo shall, in connection with such Transfer, be identified as the “Certifying Party” as such term is defined in the Transfer Act.
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Transfer Act. To the extent required or applicable, such forms and filings as may be required to comply with the Transfer of an Establishment in accordance with Sections 22a-134 through 22a-134e of the Connecticut General Statutes (the “Transfer Act”).
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Transfer Act. The Developer Premises and the City Premises are each an "Establishment," as defined by the Connecticut Transfer Act (C.G.S. 22a-134 et seq.) (the “Transfer Act”). In connection with the transfer of the City Premises to the City, Seller shall prepare and, prior to the Closing, Seller shall deliver to the City, a Form III, or a Form IV, as appropriate, as contemplated under the Transfer Act. Within ten (10) days after Closing hereunder, Seller shall file with the Connecticut Department of Environmental Protection (the “CT DEP”), the appropriate Transfer Act Form with respect to the City Premises, as required pursuant to the Transfer Act. The City acknowledges that (i) Seller has previously filed, with the CT DEP, the Remediation Plan with respect to the City Premises and the Developer Premises, and (ii) the City has reviewed and agreed to all aspects of the Remediation Plan. (The Transfer Act Form filings for the City Premises and for the Developer Premises are collectively referred to herein as the “Transfer Act Form Filings”.) Seller shall be the “certifying party”, as defined in CGS Section 22a-134(6), on the Transfer Act Form Filings. Seller shall pay the applicable initial (and any subsequently required) filing fees, due to the CT DEP, in connection with such Transfer Act Form Filings.
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Transfer Act. If, as of the Closing, the Property has been determined to be an “establishment” under the “Transfer Act” (C.G.S. Section 22a-134 et seq.), the Tenant agrees that it shall, in connection with the purchase and sale of the Premises, assume all obligations under the Transfer Act, including the payment of all fees and the filing of any necessary Forms thereunder, as the responsible and certifying party, and shall comply with said Transfer Act in connection with the Closing, and thereafter hold harmless, defend and indemnify the Landlord from any liability, cost or expense associated with the application of the Transfer Act to the transaction herein contemplated and the Premises. Tenant shall, in such case, provide Landlord with reasonable evidence on or before Closing of Tenant’s compliance with the Transfer Act (e.g. copy of check for filing fees, copy of all forms to be filed, etc.), and the Premises shall be conveyed (and the Deed of conveyance shall so state in form prepared by Landlord’s counsel) in its “As Is Condition” subject to any and all environmental contamination, if any. Within fifteen (15) days after Tenant’s Exercise of the Purchase Option, each of Landlord and Tenant agrees to provide the other with a copy of any environmental reports in such party’s possession related to the Premises and, as soon as reasonably practicable thereafter, the determination of each party’s environmental engineer as to the applicability of the Transfer Act. If there is a dispute as to the applicability of the Transfer Act, Landlord’s independent environmental engineering firm shall make the final determination which shall be binding upon the parties. This provision shall survive the Closing and transfer of title as though contained in the deed of conveyance.
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Transfer Act. 14 4.20 No Violation; Consents. . . . . . . . . . . . . . . . . . . . 15 4.21 Pension and Welfare Plans . . . . . . . . . . . . . . . . . . 15 4.22
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Transfer Act. WB shall promptly take any actions required in connection with the Merger to comply with the Transfer Act; WB agrees to file the appropriate form under the Transfer Act with respect to any real property owned by WB in Connecticut or otherwise subject to the Transfer Act and to make such certifications as are required under the Transfer Act; and WB will provide copies to SNET of all filings and correspondence relating to compliance with the Transfer Act and shall consult with SNET prior to filing any plan for remediation measures or entering into any agreement with any regulatory authority with respect to the Transfer Act.
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Transfer Act. Seller shall be responsible for preparing and filing all initial filing documents for the conveyance contemplated in this Agreement, including the Form III and Environmental Condition Assessment Form, as required by Connecticut General Statutes Sections 22a-134 et. seq. (the “Transfer Act”) and Seller shall pay for expenses and fees associated with the preparation and filing of such forms. Buyer shall execute the Form III under the Transfer Act as the “transferee” and Seller shall execute the Form III under the Transfer Act as the “transferor” and “certifying party” at or prior to Closing. Buyer and Seller acknowledge and agree that a Form III filing is appropriate and complies with the Transfer Act with respect to the transfer of the Property from Seller to Buyer as contemplated under this Agreement. Seller shall timely make the required Form III filing as required under the Transfer Act, and thereafter at its sole cost and expense perform the obligations of a certifying party for such Form III filing (including the payment of applicable fees) but solely in a manner and as provided for under and as limited by the terms of this Agreement.
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Transfer Act. (a) Buyer acknowledges that Seller has determined that the Premises constitute an “establishment” pursuant to Connecticut General Statutes §22a-134 et seq. (the “Transfer Act”). Seller shall (i) provide Buyer with a completed, executed Environmental Condition Assessment Form and an acknowledged Form IV filing (together with the applicable filing fee ); (ii) execute the certification provision of such Form IV filing; and (iii) otherwise comply with the Transfer Act in connection with the conveyance of the Premises.
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Transfer Act. From and after the Group Two Closing, as applicable, Wilton Seller shall assume all liabilities, duties and responsibilities imposed by or arising from the Connecticut Transfer Act, Conn. Gen.
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Related to Transfer Act

  • Fraudulent Conveyance Borrower (a) has not entered into the Loan or any Loan Document with the actual intent to hinder, delay, or defraud any creditor and (b) received reasonably equivalent value in exchange for its obligations under the Loan Documents. Giving effect to the Loan, the fair saleable value of Borrower’s assets exceeds and will, immediately following the execution and delivery of the Loan Documents, exceed Borrower’s total liabilities, including, without limitation, subordinated, unliquidated, disputed or contingent liabilities. The fair saleable value of Borrower’s assets is and will, immediately following the execution and delivery of the Loan Documents, be greater than Borrower’s probable liabilities, including the maximum amount of its contingent liabilities or its debts as such debts become absolute and matured. Borrower’s assets do not and, immediately following the execution and delivery of the Loan Documents will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. Borrower does not intend to, and does not believe that it will, incur debts and liabilities (including, without limitation, contingent liabilities and other commitments) beyond its ability to pay such debts as they mature (taking into account the timing and amounts to be payable on or in respect of obligations of Borrower).

  • Solvency; Fraudulent Conveyance CAC is solvent, is able to pay its debts as they become due and will not be rendered insolvent by the transactions contemplated by the Basic Documents and, after giving effect thereto, will not be left with an unreasonably small amount of capital with which to engage in its business. CAC does not intend to incur, or believes that it has incurred, debts beyond its ability to pay such debts as they mature. CAC does not contemplate the commencement of insolvency, bankruptcy, liquidation or consolidation proceedings or the appointment of a receiver, liquidator, conservator, trustee or similar official to manage or control any of its assets. The amount of consideration being received by CAC upon the sale or other absolute transfer of the Conveyed Property to Funding constitutes reasonably equivalent value and fair consideration for the Conveyed Property. CAC is not transferring the Conveyed Property to Funding with any intent to hinder, delay or defraud any of its creditors.

  • No Fraudulent Conveyance No sale or contribution hereunder constitutes a fraudulent transfer or conveyance under any United States federal or applicable state bankruptcy or insolvency laws or is otherwise void or voidable under such or similar laws or principles or for any other reason.

  • No Fraudulent Intent Neither the execution and delivery of this Agreement or any of the other Loan Documents nor the performance of any actions required hereunder or thereunder is being undertaken by the Borrower, any Guarantor or any of their respective Subsidiaries with or as a result of any actual intent by any of such Persons to hinder, delay or defraud any entity to which any of such Persons is now or will hereafter become indebted.

  • Waiver of Bulk-Sale and Bulk-Transfer Laws SpinCo hereby waives compliance by each and every member of the Parent Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the SpinCo Assets to any member of the SpinCo Group. Parent hereby waives compliance by each and every member of the SpinCo Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the Parent Assets to any member of the Parent Group.

  • No Fraudulent Transfer Borrower (i) has not entered into the transaction or any Loan Document with the actual intent to hinder, delay, or defraud any creditor, and (ii) received reasonably equivalent value in exchange for its Obligations under the Loan Documents. Giving effect to the Loan, the fair saleable value of Borrower’s assets exceeds and will, immediately following the making of the Loan, exceed Borrower’s total liabilities, including subordinated, unliquidated, disputed and contingent liabilities. The fair saleable value of Borrower’s assets is, and immediately following the making of the Loan, will be, greater than Borrower’s probable liabilities, including the maximum amount of its contingent liabilities on its debts as such debts become absolute and matured. Borrower’s assets do not and, immediately following the making of the Loan will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. Borrower does not intend to, and does not believe that it will, incur Indebtedness and liabilities (including contingent liabilities and other commitments) beyond its ability to pay such Indebtedness and liabilities as they mature (taking into account the timing and amounts of cash to be received by Borrower and the amounts to be payable on or in respect of the obligations of Borrower). No petition in bankruptcy has been filed against Borrower or any constituent Person of Borrower, and neither Borrower nor any constituent Person of Borrower has ever made an assignment for the benefit of creditors or taken advantage of any insolvency act for the benefit of debtors. Neither Borrower nor any of its constituent Persons are contemplating either the filing of a petition by it under any state or federal bankruptcy or insolvency laws or the liquidation of all or a major portion of Borrower’s assets or properties, and Borrower has no knowledge of any Person contemplating the filing of any such petition against it or such constituent Persons.

  • Electronic Signatures A signed copy of this Amendment or any other ancillary agreement transmitted by facsimile, email, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original executed copy of this Amendment or such other ancillary agreement for all purposes.

  • Foreign Corrupt Practices Act None of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee, affiliate or other person acting on behalf of the Company or any of its subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the Company and, to the knowledge of the Company, its affiliates have conducted their businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

  • Bulk Transfer Laws Purchaser hereby waives compliance by Seller and its Affiliates with the provisions of any so-called “bulk transfer law” of any jurisdiction in connection with the sale of the Acquired Assets to Purchaser.

  • Fraudulent Transfer (a) Each Loan Party is Solvent.

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