Disposition and Transfer of Relinquished Property Sample Clauses

Disposition and Transfer of Relinquished Property. Each Legal Entity has entered, and/or from time to time may enter, into one or more Relinquished Property Agreements with one or more Buyers for the sale of Relinquished Property. In connection with each Exchange, the applicable Legal Entity shall, in accordance with Section 1.1031(k)-1(g)(4)(v) of the Treasury Regulations: (a) assign to the QI all of its Rights with respect to such Relinquished Property under the applicable Relinquished Property Agreements in accordance with Section 2.04 hereof, such assignment to be made without recourse to the QI (and the QI agrees to accept such assignments); (b) notify all parties to the applicable Relinquished Property Agreements in writing of the assignment in accordance with Section 2.05 prior to or concurrent with the date of transfer of the Relinquished Property to the applicable Buyer, and (c) transfer its interest in the Relinquished Property to the applicable Buyer pursuant to the applicable Relinquished Property Agreements.
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Disposition and Transfer of Relinquished Property. 3.1 Disposition and Transfer of the Relinquished Property. Upon executing a Relinquished Property Agreement with respect to a Relinquished Property, each Exchanger shall assign its Rights thereunder to Qualified Intermediary. The applicable Exchanger will notify Qualified Intermediary and each party to the Relinquished Property Agreement of the assignment as such notification is described under Treasury Regulation Section 1.1031(k)-1(g)(4)(v). Qualified Intermediary hereby consents to and assumes each such assignment, effective upon such notification by the applicable Exchanger in accordance with the terms and conditions of this Agreement. Qualified Intermediary shall then cause the Relinquished Property to be transferred to the relevant Transferee in accordance with the relevant Relinquished Property Agreement. Qualified Intermediary hereby directs the applicable Exchanger to transfer ownership to and possession of each relinquished Asset designated as a Relinquished Property directly to the relevant Transferee upon delivery to Qualified Intermediary of the Qualified Proceeds by the Transferee and in accordance with Treasury Regulation Section 1.1031(k)-1(g)(4)(iv)(B). All obligations of the applicable Exchanger under each Relinquished Property Agreement, including, without limitation, all representations, warranties and covenants shall remain the obligations solely of such Exchanger. In addition, each Exchanger shall be solely responsible for processing all paperwork and procedures related to the termination of any rent for each Relinquished Property and the transfer of ownership to, or registration of, each Relinquished Property to Transferee.
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Disposition and Transfer of Relinquished Property 
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Related to Disposition and Transfer of Relinquished Property

  • Sale and Transfer of Shares (a) Subject to the terms and conditions of this Agreement, at the Closing, Sellers will sell and transfer the Shares to Buyer, and Buyer will purchase the Shares from Sellers free and clear of all Encumbrances.

  • Instruments of Conveyance and Transfer As soon as practicable after the Closing, SELLER shall deliver a certificate or certificates representing the Shares of SELLER to PURCHASER sufficient to transfer all right, title and interest in the Shares to PURCHASER.

  • Sale and Transfer of Assets Subject to the terms and conditions set forth in this Agreement, Seller agrees to sell, convey, transfer, assign and deliver to Buyer (or a wholly-owned subsidiary of Buyer), and Buyer agrees to purchase from Seller, all the assets, properties, and business of Seller used in the Business of every kind, character, and description, whether tangible, intangible, real, personal, or mixed, and wherever located, all of which are collectively referred to herein as the “Purchased Assets", including but not limited to, the following:

  • Sale and Transfer of Shares Closing Subject to the terms and conditions of this Agreement, at the Closing, the following will occur:

  • Transfer of Acquired Assets At the Closing, Seller is transferring and shall transfer to Buyer, and the Transaction Agreements are effective to vest in Buyer, good, valid and indefeasible or marketable, fee simple or leasehold, as applicable, title to the Acquired Assets, free and clear of all Liens, other than Permitted Liens.

  • Transfer of Optioned Interests For each exercise of the Equity Interest Purchase Option:

  • CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE SECTION 8.1. Company May Consolidate, Etc.,

  • Assignments and transfer by Obligors No Obligor may assign any of its rights or transfer any of its rights or obligations under the Finance Documents.

  • Registration and Transfer of Limited Partner Interests (a) The General Partner shall keep or cause to be kept on behalf of the Partnership a register in which, subject to such reasonable regulations as it may prescribe and subject to the provisions of Section 4.5(b), the Partnership will provide for the registration and transfer of Limited Partner Interests.

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