Acknowledgement of Transfer Sample Clauses

Acknowledgement of Transfer. Sellers hereby represent and warrant to the Purchaser that: (i) Xxxxx Xxxxxx Zinterhofer and Xxxx Xxxxxx have been duly appointed and are currently acting as the sole trustees of the Descendants Trust; (ii) Sellers are the owners of the Remainder Interest and hold the same free and clear of any lien; (iii) the Descendants Trust is a Family Controlled Trust within the meaning of the Stockholders’ Agreement; (iv) Sellers are acquiring the Share Consideration for the account of the Descendants Trust and not with a view toward any resale or distribution thereof other than in compliance with the Securities Act of 1933, as amended (the “Act”), and applicable state laws; (v) the Descendants Trust is an “accredited investor” within the meaning of Rule 501 of the Act; (vi) Sellers are aware that the Share Consideration has not been registered under the Act or under any state securities of “blue sky” laws and may not be disposed of by the Sellers absent registration, or pursuant to an applicable exemption from registration, under the Act and applicable state securities laws; (vii) Sellers have all power and authority to enter into this Agreement and to consummate the transactions contemplated hereby; (viii) this Agreement has been duly authorized, validly executed and delivered by Sellers and constitutes a valid and legally binding obligation of Sellers enforceable against Sellers and the Descendants Trust property in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general equitable principles.
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Acknowledgement of Transfer. The obligations of the parties to consummate the transactions contemplated hereby are subject to (1) Aqua Utilities Florida, Inc. filing a notice with the FPSC to acknowledge transfer of its respective Purchased Assets to the FGUA, and (2) Crystal River Utilities, Inc. filing a notice with Citrus County to acknowledge transfer of its respective Purchased Assets to the FGUA.
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Acknowledgement of Transfer. The parties acknowledge and agree that all Mortgage Loans subject to the Mortgage Loan Repurchase Agreement, dated as of November 30, 1995, among UBS Real Estate Securities Inc. (f/k/a Xxxxx Xxxxxx Real Estate Securities Inc.), Imperial Credit Mortgage Holdings, Inc., ICI Funding Corp. and Imperial Warehouse Lending Group, Inc. (as amended, the “Old Repurchase Agreement”) as of the Closing Date were deemed repurchased by the sellers under the Old Repurchase Agreement and purchased by Buyer from Sellers under the Existing Agreement as of the Closing Date and, to the extent still constituting Purchased Assets as of the Restatement Closing Date, will be subject to this Agreement; provided, that as long as such Mortgage Loans are subject to this Agreement, any references herein to “Schedule 1” with respect to such Mortgage Loans shall be deemed to be references to the representations and warranties in Section 12(b) of the Old Repurchase Agreement and such representations and warranties shall be deemed initially made as of the date first made thereunder. The parties also acknowledge and agree that any references in the Custodial Agreement to the “Mortgage Loan Repurchase Agreement” shall be deemed to be references to this Agreement.
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Acknowledgement of Transfer of Class 1-A-4-M, Class 1-A-7- M and Class PPP-M Regular Interests 93 Section 2.20. Legal Title 93 Section 2.21. Compliance with ERISA Requirements 93 Section 2.22. Additional Representation Concerning the Mortgage Loans. 94 ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS 94 Section 3.01. The Servicer 94 Section 3.02. The Custodial Accounts for P&I and Buydown Fund Accounts 96 Section 3.03. The Investment Account; Eligible Investments 97 Section 3.04. The Certificate Account 98 Section 3.05. Permitted Withdrawals from the Certificate Account, the Investment Account, the Custodial Accounts for P&I and the Buydown Fund Accounts 99 Section 3.06. Maintenance of Primary Insurance Policies; Collections Thereunder 100 Section 3.07. Maintenance of Hazard Insurance 101 Section 3.08. Enforcement of Due-on-Sale Clauses; Assumption Agreements 101 Section 3.09. Realization Upon Defaulted Mortgage Loans 102 Section 3.10. Trustee to Cooperate; Release of Mortgage Files 104 Section 3.11. Compensation to the Servicer 105 Section 3.12. [Reserved.] 105 Section 3.13. Reports on Assessment of Compliance with Servicing Criteria and Servicing Compliance Statements. 105 Section 3.14. Access to Certain Documentation and Information Regarding the Mortgage Loans 106 Section 3.15. [Reserved.] 106 Section 3.16. Yield Maintenance Account. 107 Section 3.17. [Reserved.] 107 Section 3.18. [Reserved.] 107 Section 3.19. Determination of LIBOR by Servicer. 107 Section 3.20. Assigned Prepayment Premiums 109 ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS; PAYMENT OF EXPENSES 110 Section 4.01. Distributions to Holders of REMIC I Regular Interests and Class R-1 Residual Interest 110 Section 4.02. Monthly P&I Advances; Distribution Reports to the Trustee 111 Section 4.03. Nonrecoverable Advances 112 Section 4.04. Distributions to Holders of REMIC II Regular Interests and Class R-2 Residual Interest 113 Section 4.05. Distributions to Certificateholders; Payment of Special Primary Insurance Premiums 113 Section 4.06. Statements to Certificateholders 115 ARTICLE V THE CERTIFICATES 115 Section 5.01. The Certificates 115 Section 5.02. Certificates Issuable in Classes; Distributions of Principal and Interest; Authorized Denominations 121 Section 5.03. Registration of Transfer and Exchange of Certificates 122 Section 5.04. Mutilated, Destroyed, Lost or Stolen Certificates 122 Section 5.05. Persons Deemed Owners 123 Section 5.06. [Reserved.] 123 Section 5.07. Book-Entry for Book-Entry Certificates ...
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Acknowledgement of Transfer. The Seller covenants (i) to take no action inconsistent with the Purchaser’s ownership of the Purchased Assets, (ii) that the financial statements of the Seller or its Affiliates that are published, made publicly available or delivered to creditors or investors (or potential creditors or investors) will not indicate or imply that the Seller or its Affiliates have any ownership or other interests in the Purchased Assets and (iii) that if a third party that has a legal or equitable right to obtain such information (including any creditor, potential creditor, investor or potential investor in the Seller or its Affiliates, or any regulator or court of competent jurisdiction) should inquire, the Seller will promptly indicate that the Purchased Assets have been sold to the Purchaser and will not claim ownership or other interests therein, and if any other third party should inquire, the Seller will not make any statement that indicates or implies that the Seller has retained any ownership or other interests therein.
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Acknowledgement of Transfer. Seller hereby acknowledges that NAFCO will transfer all of its interests and rights hereunder (including all rights of consent) to the Trustee under the Pooling and Administration Agreement.
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Acknowledgement of Transfer. Xxxxx acknowledges that the Standby Purchaser or any of its Affiliates may transfer, in accordance with Section 13.3, any of the Rights relating to the Brookfield Stock to up to ten Persons who beneficially own the Common Stock in respect of which such Rights have been issued (the “Beneficial Owners”).
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Acknowledgement of Transfer. The Existing Lenders give notice that nothing in this Agreement or in the Original Facility Agreement (or any Finance Document) shall oblige any Original Lender to: (a) accept a re-transfer from the New Lenders of any of the rights and obligations assigned or transferred under this Agreement; or (b) support any losses directly or indirectly incurred by the New Lenders by reason of the non-performance by any Obligor of its obligations under the Finance Documents or otherwise. The New Lenders by this Agreement acknowledge the absence of any obligation as is referred to in (a) or (b) above.
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Related to Acknowledgement of Transfer

  • Terms of Transfer Upon the transfer referred to in Section 6.1 becoming effective: (a) Project Co and the Authority will be released from their obligations under the Project Agreement to each other, including with respect to indemnification under the Project Agreement whether arising prior to or after such transfer (the “Discharged Obligations”); (b) the Suitable Substitute Project Co and the Authority will assume obligations which are substantially similar to the Discharged Obligations, but owed to or assumed by the Suitable Substitute Project Co instead of Project Co; (c) the rights of Project Co against the Authority under the Project Agreement and vice versa (the “Discharged Rights”) will be cancelled; (d) the Suitable Substitute Project Co and the Authority will acquire rights against each other which differ from the Discharged Rights only insofar as they are exercisable by or against the Suitable Substitute Project Co instead of Project Co; (e) any subsisting ground for termination of the Project Agreement by the Authority will be deemed to have no effect and any subsisting Termination Notice will be automatically revoked; (f) the Authority will enter into a lenders’ remedies agreement with the Suitable Substitute Project Co and a representative of Senior Lenders lending to the Suitable Substitute Project Co on substantially the same terms as this Agreement; and (g) any Deductions that arose prior to that time will not be taken into account after the transfer for the purposes of Sections 11.1(b) and 12.1(h) of the Project Agreement and Sections 6.7 and 6.8 of Schedule 4 to the Project Agreement.

  • Notice of Transfer The Agent may deem and treat a Lender party to this Agreement as the owner of such Lender’s portion of the Obligations for all purposes, unless and until, and except to the extent, an Assignment and Acceptance shall have become effective as set forth in Section 10.06.

  • 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.

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

  • FORM OF TRANSFER FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________ the within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register of the within-named Trust, with full power of substitution in the premises. Dated: _______________ NOTICE: The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever. SIGNATURE GUARANTEED The signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or witnessed signatures are not acceptable. The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account of __________________________ account number _______________ or, if mailed by check, to __________________________. Statements should be mailed to _________________________. This information is provided by assignee named above, or ______________________________, as its agent. [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1 1 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 2 Book-Entry Certificate legend. PASS-THROUGH RATE: 3.278% DENOMINATION: $[ ] DATE OF POOLING AND SERVICING AGREEMENT: AS OF NOVEMBER 1, 2017 CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN) CLOSING DATE: NOVEMBER 30, 2017 FIRST DISTRIBUTION DATE: DECEMBER 12, 2017 APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-2 CERTIFICATES AS OF THE CLOSING DATE: $72,424,000 MASTER SERVICER: XXXXX FARGO BANK, NATIONAL ASSOCIATION SPECIAL SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION TRUSTEE: WILMINGTON TRUST, NATIONAL ASSOCIATION CERTIFICATE ADMINISTRATOR: XXXXX FARGO BANK, NATIONAL ASSOCIATION OPERATING ADVISOR: PENTALPHA SURVEILLANCE LLC ASSET REPRESENTATIONS REVIEWER: PENTALPHA SURVEILLANCE LLC CUSIP NO.: 36254K AJ1 ISIN NO.: US36254KAJ16 COMMON CODE NO.: 172608094 CERTIFICATE NO.: [A-2-1]

  • DESCRIPTION OF TRANSFER Categories of data subjects whose personal data is transferred Categories of personal data transferred 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. The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis). Nature of the processing Purpose(s) of the data transfer and further processing The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing

  • Effect of Transfer Certificate A Transfer Certificate takes effect in accordance with English law as follows: (a) to the extent specified in the Transfer Certificate, all rights and interests (present, future or contingent) which the Transferor Lender has under or by virtue of the Finance Documents are assigned to the Transferee Lender absolutely, free of any defects in the Transferor Lender’s title and of any rights or equities which the Borrower or any Security Party had against the Transferor Lender; (b) the Transferor Lender’s Commitment is discharged to the extent specified in the Transfer Certificate; (c) the Transferee Lender becomes a Lender with the Contribution previously held by the Transferor Lender and a Commitment of an amount specified in the Transfer Certificate; (d) the Transferee Lender becomes bound by all the provisions of the Finance Documents which are applicable to the Lenders generally, including those about pro-rata sharing and the exclusion of liability on the part of, and the indemnification of, the Agent and the Security Trustee and, to the extent that the Transferee Lender becomes bound by those provisions (other than those relating to exclusion of liability), the Transferor Lender ceases to be bound by them; (e) any part of the Loan which the Transferee Lender advances after the Transfer Certificate’s effective date ranks in point of priority and security in the same way as it would have ranked had it been advanced by the transferor, assuming that any defects in the transferor’s title and any rights or equities of the Borrower or any Security Party against the Transferor Lender had not existed; (f) the Transferee Lender becomes entitled to all the rights under the Finance Documents which are applicable to the Lenders generally, including but not limited to those relating to the Majority Lenders and those under Clause 5.7 and Clause 20, and to the extent that the Transferee Lender becomes entitled to such rights, the Transferor Lender ceases to be entitled to them; and (g) in respect of any breach of a warranty, undertaking, condition or other provision of a Finance Document or any misrepresentation made in or in connection with a Finance Document, the Transferee Lender shall be entitled to recover damages by reference to the loss incurred by it as a result of the breach or misrepresentation, irrespective of whether the original Lender would have incurred a loss of that kind or amount. The rights and equities of the Borrower or any Security Party referred to above include, but are not limited to, any right of set off and any other kind of cross-claim.

  • 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.

  • 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.

  • Notice of Appointment of Transfer Agent The Trust agrees to notify the Custodian in writing of the appointment, termination or change in appointment of any transfer agent of the Fund.

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