Transfer Agreements. (a) In connection with the transfer or assignment by Developer of all or any portion of the Project (other than a transfer or assignment by Developer to an affiliated party, any deed of trust beneficiary or mortgagee, or a “Non-Assuming Transferee” (as defined in Section 8.03), Developer and the transferee shall enter into a written agreement (a “Transfer Agreement”) regarding the respective interests, rights and obligations of Developer and the transferee in and under the Agreement, the Project Approvals, and the Subsequent Approvals. Such Transfer Agreement may (i) release Developer from obligations under the Agreement, the Project Approvals, or the Subsequent Approvals that pertain to that portion of the Project being transferred or assigned, as described in the Transfer Agreement, provided that the transferee expressly assumes such obligations, (ii) transfer to the transferee vested rights to improve that portion of the Project being transferred and (iii) address any other matter deemed by Developer to be necessary or appropriate in connection with the transfer or assignment.
Transfer Agreements. This Agreement, the Master Sale Agreement (Warehouse), the Master Sale Agreement (Flow) and the Flow Purchase Agreement are the only agreements pursuant to which it purchases or sells the Receivables and the related Contracts.
Transfer Agreements. Seller shall have executed and delivered or caused each of the relevant Other Sellers to execute and deliver, the Ancillary Agreements and other agreements and documents contemplated by Section 2.3(a) to the extent a party thereto, and each such agreement and document shall be in full force and effect and shall not have been breached in any material respect by Seller or the relevant Other Seller, as the case may be.
Transfer Agreements. The transfers of the various entities and the contribution, assignment, transfer, conveyance, and delivery of the assets and the acceptance and assumption of the Liabilities contemplated by Section 2.3 and the Transfer Plan will be effected, in certain cases, pursuant to one or more asset transfer agreements, share transfer agreements, business transfer agreements, certificates of demerger and merger, and other agreements and instruments (collectively, the “Transfer Agreements”); provided that, in each case, it is intended that the Transfer Agreements shall serve purely to effect (a) the legal transfer of the AOUT Assets or SWBI Assets to the relevant member of the AOUT Group or the SWBI Group, as applicable, in accordance with the Transfer Plan or as contemplated by Section 2.3, and (b) the acceptance and assumption of the AOUT Liabilities or the SWBI Liabilities by a member of the AOUT Group or the SWBI Group, as applicable, in accordance with the Transfer Plan or as contemplated by Section 2.3. In the event of any conflict between any Transfer Agreement and this Agreement, the terms of such Transfer Agreement shall control solely with respect to any applicable purchase price adjustment or cash adjustment set forth in any such Transfer Agreement and this Agreement shall control in all other respects; provided that, notwithstanding anything in any Transfer Agreement to the contrary, in the event any Transfer Agreement provides for a purchase price adjustment or cash adjustment, whether based upon a calculation of fair market value or otherwise, or any similar adjustment provision, any purchase price adjustment or cash adjustment determination under such Transfer Agreement, including as to the amount, if any, of any such adjustment, shall be determined by SWBI in its sole discretion. Notwithstanding anything in any Transfer Agreement to the contrary, neither SWBI nor any other member of the SWBI Group, on the one hand, nor AOUT nor any other member of the AOUT Group, on the other hand, shall commence, bring, or otherwise initiate any Action under any Transfer Agreement.
Transfer Agreements. (a) In connection with the transfer or assignment by Developer of all or any portion of the Property, Developer and the transferee shall enter into a written agreement in the form attached hereto as Exhibit “E” (“Transfer Agreement”) regarding the respective interests, rights and obligations of Developer and the transferee in and under this Agreement. Such Transfer Agreement shall: (i) release Developer from obligations under this Agreement, as described in the Transfer Agreement, provided that the transferee expressly assumes such obligations; (ii) transfer to the transferee rights under this Agreement; and (iii) address any other matter deemed by Developer to be necessary or appropriate in connection with the transfer or assignment. Transfer Agreement(s) must be approved by the City Manager, provided the City Manager’s approval shall not be withheld or delayed unless City demonstrates, based on substantial evidence, the proposed transferee is unable to fulfill its obligations under this Agreement. Transfer Agreement(s) shall be conclusively deemed approved by the City Manager if Developer does not receive a written response containing the City Manager’s approval or disapproval within ten (10) days of receipt of Developer’s written request for approval. Upon recordation of any Transfer Agreement in the Official Records of Placer County, Developer shall be automatically released from those obligations assumed by the transferee therein. No breach or default hereunder by any person succeeding to any portion of Developer’s obligations under this Agreement shall be attributed to Developer, nor may Developer’s rights hereunder be canceled or diminished in any way by any breach or default of any transferee.
Transfer Agreements. At the Closing, each Party shall execute and deliver to the other Party the following documents: (a) the Bill of Sale; (b) the Assignment and Assumption Agreement; (c) the Patent Assignment; (d) the Trademark Assignment; and (e) such other transfer documents reasonably requested by Xxxxx reflecting the transfer set forth in Section 2.1.
Transfer Agreements. (i) In connection with the transfer or assignment by Owner of all of any portion of the Property (other than a transfer or assignment by Owner to an Affiliated Party or a Mortgagee), Owner and the transferee shall enter into a written agreement (a “Transfer Agreement”) regarding the respective interests, rights, and obligations of Owner and the transferee in and under this Agreement. Such Transfer Agreement may: (i) release Owner from obligations under this Agreement that pertain to that portion of the Property being transferred, as described in the Transfer Agreement, provided that the transferee expressly assumes such obligations, and (ii) shall address any other matter deemed by City to be reasonably necessary or appropriate in connection with the transfer or assignment.
Transfer Agreements. At the closing of any sale of a Partnership Interest pursuant to Section 18.1, 18.2, 21.3 or 21.4; (i) the instrument of transfer required to be delivered by the selling Partner shall contain a surviving representation concerning the absence of liens and encumbrances and shall contain a provision indemnifying and holding the purchasing Partner harmless from any loss, cost or expense (including reasonable attorneys’ fees) it may incur by reason of any breach of such representation; and (ii) the selling Partner shall pay all transfer, stamp or gains Tax and any similar taxes due in connection with the conveyance of its Partnership Interest to the purchasing Partner.
Transfer Agreements. The Transfer Agreements are the only agreements pursuant to which the Trust, on behalf of the Issuer, purchases or otherwise acquires the Transferred Assets.
Transfer Agreements. A copy of the fully executed Transfer Agreements, substantially in the forms attached as Exhibit E to this Agreement, and such other documents as may be required to evidence that the Excluded Business has been transferred by the Company and by the Company UK Subsidiary to Seller US Transferee and Seller UK Transferee, respectively, immediately prior to the Closing (the “Excluded Business Transfer”).
