Agreement to Transfer. The Transferor hereby agrees to Transfer to the Transferee, pursuant and subject to the terms and conditions set forth in the Agreement and the BCA Approval Order, the Commitment Percentage set forth beneath its signature in the signature page hereto (and Schedule 1 to the Agreement shall be deemed to have been revised in accordance with the Agreement).
Agreement to Transfer. The Transferor hereby agrees to Transfer to the Transferee, pursuant and subject to the terms and conditions set forth in the Agreement and the Backstop Order, the Backstop Commitment Percentage as set forth beneath its signature in the signature page hereto (and Schedule 2 to the Agreement shall be deemed to have been revised in accordance with the Agreement).
Agreement to Transfer. (a) On the Initial Transfer Date and on each Business Day after the Initial Transfer until the Termination Date (each, a “Transfer Date”), on the terms and conditions hereinafter set forth, and without recourse to the Transferor (except to the extent specifically provided herein) the Transferor hereby offers to sell or contribute to the capital of the Company and, upon satisfaction of the applicable conditions set forth in Article III, the Transferor does hereby sell or contribute and the Company does hereby purchase or accept as a capital contribution from the Transferor on such Transfer Date all Receivables owned by the Transferor as of the close of business on the immediately preceding Business Day (other than any AccessOne Program Receivables originated prior to the date that is 30 days after the Closing Date) which have not been previously Transferred to the Company hereunder, together with all of the Related Security relating to such Receivables and all Collections with respect to and other proceeds of such Receivables; provided that notwithstanding anything to contrary, each Transfer of an Illinois Receivable hereunder shall be effectuated through a Contribution and not a Purchase.
(b) The Company shall convey to the Transferor the Transfer Value in respect of each Transfer, which shall be conveyed in the manner provided in Sections 2.02 and 2.03.
(c) Effective on each Transfer Date hereunder, the Company shall own the Transferred Property that was Transferred by the Transferor to the Company on such Transfer Date, and the Transferor shall not take any action inconsistent with such ownership and shall not claim any ownership interest in such Transferred Property.
(d) It is the intention of the parties hereto that each Purchase of Receivables to be made hereunder shall constitute a “sale of accounts,” as such term is used in Article 9 of the UCC of the State of New York, and not a loan secured by such accounts. Each sale of Receivables by Transferor to the Company is made without recourse; provided, however, that (i) the Transferor shall be liable to the Company for all representations, warranties and covenants made by the Transferor pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by the Company or any assignee thereof of any obligation of the Originator or any other Person arising in connection with the Purchased Property, or any other obligations of any Originator or the...
Agreement to Transfer. Each Member agrees that, upon receipt of the Note(s) in connection with the purchase of such Member’s Units pursuant to Sections 9.3 and 9.5, such Member or such Member’s legal representative shall execute and deliver all documents that are required to transfer the Units to the Company and/or the Purchasing Members. If such Member or such Member’s legal representative refuses to do so, then the Company nevertheless shall enter the transfer on its Member records and hold such consideration available for the Member or such Member’s legal representative, and thereafter all voting rights of such Units shall be exercised by the designated transferees of such Units under this Agreement.
Agreement to Transfer. (a) On and after the date of this Agreement, the Originator agrees to sell to MCF all Receivables originated by the Originator. On or before the MOCA Effective Date, the Originator and MCF shall enter into a separate Certificate of Assignment substantially in the form of Exhibit A hereto (the "Assignment").
(b) The Originator shall, on the date hereof and on each date thereafter (or if such date is not a Business Day, the following Business Day, each such date, a "Transfer Date"), transfer to MCF all outstanding Receivables originated and owned by the Originator through such date. On each Transfer Date, the Originator shall identify all outstanding Receivables originated through such date which are owned by the Originator on such date, and which are to be purchased by MCF and sold by the Originator (the "Sold Receivables"). Each such identification shall be made as of the close of business of the Originator on each Transfer Date. The Originator may deliver to MCF a Request Notice making the identification of such Receivables, provided that the Originator shall keep such records necessary to promptly deliver a Request Notice in respect of each prior Transfer Date if requested by MCF or the Operating Agent. To the extent not identified by the Originator as being sold, the transfer of such Receivables to MCF shall be deemed to have been a purchase by MCF and sale by the Originator on such Transfer Date.
(c) The price paid for the Sold Receivables shall be the Sale Price. Such Sale Price shall be paid by means of (i) an immediate cash payment to the Originator or, (ii) upon the agreement of the Originator and MCF, indebtedness owed by MCF to the Originator evidenced by, and payable with interest pursuant to a note in the form of Exhibit B (the "MOCA Subordinated Note") or both, provided that the indebtedness under the MOCA Subordinated Note shall not be increased on any day if, after giving effect thereto and to the effect of any increase in any other subordinated note issued by MCF to an Originator, MCF's Net Worth Percentage would be less than 15%. On each Transfer Date the Sold Receivables shall be assigned, and on such Transfer Date MCF shall pay the Sale Price for such Sold Receivables. The portion of the Sale Price payable in cash shall be payable by wire transfer on the Transfer Date to an account designated by the Originator (and approved by the Operating Agent).
(d) On and after each Transfer Date hereunder, MCF shall own the Transferred Receivables (...
Agreement to Transfer. Subject to the terms and conditions of this Agreement, at the Closing, the Transferor agrees to sell and transfer to the Transferee, and the Transferee agrees to purchase from the Transferor, a total of 314,539,304 Class A Ordinary Shares (the “Transfer Shares”), for a total purchase price of US$3,145.39 (i.e. priced at par value of US$0.00001 per share) (the “Transfer Price”).
Agreement to Transfer. Employee shall without further payment, assign transfer and set over, and does hereby assign, transfer and set over, to the Company, all of Employee's right, title and interest in and to all trade secrets, secret processes, inventions, improvements, patents, patent applications, trademarks, trademark applications, copyrights and any and all intellectual property rights which Employee solely or jointly with others has conceived, made, acquired or suggested at any time during employment or within a one‑year period after termination of employment and which relate to the existing or potential products, processes, work, research or other activities of the Company.
Agreement to Transfer. 2.1.1. Subject to the terms and conditions of this Deed of Assignment and the Economic Ownership Transfer Agreement, the Transferor hereby transfers and delivers the legal title to the Business to the Transferees and the Transferees hereby accept and assume from the Transferor the Business, including the Business Assets and the Business Liabilities, whereby:
(A) the legal title to the Business Intellectual Property Rights is transferred to AMT IP BV; and
(B) the legal title to the other Business Assets and Business Liabilities is transferred to AMT BV.
2.1.2. The Transferees and the Transferor acknowledge that to the extent the transfer and delivery of any of the Business Assets and/or Business Liabilities requires a deed (akte) this Deed of Assignment constitutes a deed of transfer for such Business Assets and Business Liabilities to take effect from the execution of this Deed of Assignment.
2.1.3. The transfer and delivery of the Business Assets and Business Liabilities shall further be effectuated as set out in Clause 2 of the Economic Ownership Transfer Agreement.
2.1.4. The legal title to the respective parts of the Business shall be transferred to AMT IP BV and AMT BV by way of a contribution in kind (inbreng in natura) on the ordinary shares in the capital of the Transferees held by the Transferor, without the issuance of new shares. The value of such contribution will be recorded as share premium (agiostorting) in the books of AMT IP BV and AMT BV.
Agreement to Transfer. 3.1.1. Subject to the terms and conditions of this Deed of Assignment the Transferor hereby contributes to
(A) AMT BV and AMT BV hereby accept from the Transferor, the legal title and economic ownership of the AMT BV Seller Loan; and
(B) AMT IP BV and AMT IP BV hereby accept from the Transferor, the legal title and economic ownership of the AMT IP BV Seller Loan.
3.1.2. The AMT BV Seller Loan and the AMT IP BV Seller Loan are with the effect as of the signing date of this Deed of Assignment transferred to AMT BV and AMT IP BV, respectively, by way of a contribution in kind (inbreng in natura) on the ordinary shares in the capital of AMT BV and AMT IP BV held by the Transferor, without the issuance of new shares. The value of the AMT BV Seller Loan and the AMT IP BV Seller Loan will be recorded as share premium (agiostorting) in the books of AMT BV and AMT IP BV.
3.1.3. As a result of the contribution set forth in Clause 3.1 above:
(A) AMT BV is both the debtor and the creditor under the AMT BV Seller Loan; and
(B) AMT IP BV is both the debtor and the creditor under the AMT IP BV Seller Loan, resulting in the cancellation of the AMT BV Seller Loan and the AMT IP BV Seller Loan.
Agreement to Transfer. Executive shall without further payment, assign, transfer and set over, and does hereby assign, transfer and set over, to the Company, its successors and assigns, all Executive’s right, title and interest in and to all trade secrets, secret processes, inventions, improvements, patents, patent applications, trademarks, trademark applications, copyrights and any and all intellectual property rights which Executive solely or jointly with others has conceived, made, acquired or suggested at any time during employment or within a one-year period after termination of employment and which relate to the existing or potential products, processes, work, research or other activities of the Company.
