Agreement to Transfer Clause Samples
The Agreement to Transfer clause establishes the parties' mutual consent to transfer certain rights, assets, or interests from one party to another. In practice, this clause outlines the specific items or interests being transferred, the timing of the transfer, and any conditions that must be met before the transfer is effective. Its core function is to ensure that both parties are clear on what is being transferred and under what terms, thereby preventing disputes and facilitating a smooth transition of ownership or rights.
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. Subject to the terms and conditions of this Agreement, at the Transfer Closing (as defined below), the Transferor agrees to sell and transfer to the Transferee, and the Transferee agrees to purchase from the Transferor, (i) 451,559 Class A Ordinary Shares and (ii) 15,000,000 Class B Ordinary Shares ((i) and (ii) collectively, the “Transfer Shares”), for a total purchase price of US$1 (the “Transfer Price”).
Agreement to Transfer. (a) On and after the date of --------------------- this Agreement, the Originator agrees to sell or contribute without recourse, except as specifically provided herein, to PSC all Receivables originated by the Originator. On or before the Effective Date, the Originator and PSC shall enter into a separate Certificate of Assignment substantially in the form of Exhibit A hereto (the "ASSIGNMENT").
(b) The Originator shall, on the Effective Date and on a date occurring no less frequently than weekly thereafter, deliver to PSC a Request Notice identifying (i) the amount of outstanding Receivables originated and owned by the Originator through such date, (ii) at its option, a certain number of such Receivables to be contributed to PSC (the "CONTRIBUTED RECEIVABLES"), and (iii) the amount of all other Receivables not previously identified as purchased and sold or contributed, to be purchased and sold (the "SOLD RECEIVABLES"), in each case in accordance with the procedures described in this Section 2.01(b). No later than the following Business Day (the "TRANSFER DATE"), the Originator shall transfer the Receivables designated in such Request Notice which are to be purchased, sold and, if applicable, contributed. Each such identification shall be made as of the opening of business of the Originator on each Transfer Date.
(c) The price paid for such Sold Receivables shall be the Sale Price. Such Sale Price shall be paid by means of an immediate cash payment to the Originator. On each Transfer Date the Sold Receivables and Contributed Receivables shall be assigned, and PSC shall pay the Sale Price for such Sold Receivables. The portion of the Sale Price payable in cash shall be payable in immediately available funds on the applicable Transfer Date to an account designated by the Originator (and approved by the Operating Agent) on or before such Transfer Date.
(d) On and after each applicable Transfer Date hereunder, PSC shall own the Sold Receivables and the Contributed Receivables which have been (assuming compliance with the terms hereof) identified as being transferred to PSC under this Section 2.01 and the Originator shall not take any action inconsistent with such ownership, nor shall the Originator claim any ownership interest in any such Transferred Receivables.
(e) Until the occurrence of an Event of Servicer Termination or a resignation of the Servicer pursuant to the Purchase Agreement, (i) the Originator, as Servicer, shall conduct the servicing, administr...
Agreement to Transfer. Employee 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 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 may, either solely or jointly with others, conceive, develop, make, or suggest 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. (a) On the terms and conditions of --------------------- this Agreement until the Commitment Termination Date, on and after the date of this Agreement, the Company agrees to make available for sale or, at its option, to contribute to CWC Eligible Receivables in accordance with the Allocation Formula originated by the Eligible Originators and deliver the appropriate Obligor Delivery Documents to or at the direction of CWC. To the extent CWC has or is able to obtain sufficient funds for the purchase thereof, CWC agrees to purchase such Eligible Receivables offered for sale by Parent. On or before the Effective Date, the Company and CWC shall enter into a Certificate of Assignment substantially in the form of Exhibit 1 hereto ("Assignment"). ----------
(b) The Company shall, on the Effective Date and on a date occurring no less frequently than weekly thereafter (each a "Request Notice Date"), ------------------- deliver to CWC and the Custodian a Request Notice identifying (i) all outstanding Receivables originated and owned by the Company through such date, (ii) at its option, a certain number of such Eligible Receivables as contributed to CWC (the "Contributed Receivables"), and (iii) to the extent ----------------------- CWC has available funds to pay the Sale Price thereof, as purchased and sold all other Eligible Receivables not previously identified as purchased and sold or contributed (the "Sold Receivables"), in each case in ---------------- accordance with the procedures described in this Section 2.01(b). No later than the following Business Day (the "Sale Date"), CWC and the Company --------- shall identify Eligible Receivables designated in such Request Notice arising since the last Sale Date which are to be purchased and sold on such Sale Date. Each such identification shall be made as of the opening of business of the Servicer on each Sale Date.
(c) The price paid for such Sold Receivables shall be the Sale Price. Such Sale Price shall be paid by means of an immediate cash payment to the Company. On each Sale Date the Sold Receivables and Contributed Receivables shall be assigned, and on such Sale Date CWC shall pay the Sale Price for such Sold Receivables. The portion of the Sale Price which is immediately payable in cash shall be payable by wire transfer on the Sale Date to an account designated by the Company (and approved by the Deal Agent) on or before the Sale Date.
(d) On and after each Sale Date hereunder, CWC shall own the Sold Receivabl...
Agreement to Transfer. The Commonwealth agrees that it will transfer or will procure the transfer to the State on the Effective Date of:
(a) the SAR Land (other than any Excluded Land) (b) the Commonwealth Railways Land (other than any Excluded Land).
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.