General Transfer Provisions. 1.8.1 Each Seller shall procure that each member of that Seller’s Group shall transfer the Transferred Property to the Purchaser subject to the terms set out in this Part 4 of Schedule 2 and all other applicable terms of this Agreement on the Closing Date or (if later) Property Transfer Completion.
1.8.2 The Transferred Property is sold subject to the Letting Documents (if any) but otherwise with vacant possession together with all buildings, structures, fixed plant, fixed machinery and fixed equipment thereon except as excluded in Clause 2.3.2.
1.8.3 The transfer of each Transferred Property shall contain covenants with the relevant transferor by the Purchaser to comply with the:
(i) obligations arising from the matters mentioned in the Registered Title; and
(ii) obligations on the part of the landlord arising under the Letting Documents (if any), insofar as the relevant transferor may remain liable directly or indirectly for them after the Closing Date or Property Transfer Completion (as the case may be) and to indemnify and keep indemnified the relevant transferor against any non-compliance, and a further covenant by the Purchaser to indemnify the relevant transferor against any liability arising under an authorised guarantee agreement (or equivalent) entered into by the relevant transferor.
1.8.4 The transfer of each Transferred Property shall be on the nearest equivalent terms that exist under local (national) law to a transfer of real property in England and Wales made with full title guarantee save that where it is a Transferred Leased Property the covenant set out in Section 4(2)(b) of the Law of Property (Miscellaneous Provisions) Xxx 0000 shall not extend to the imposition on the transferor of liability for any subsisting breach of obligation relating to the physical state of the Transferred Leased Property.
1.8.5 On the Closing Date or Property Transfer Completion (as the case may be) in respect of each of the Transferred Properties:
(i) each Seller shall procure that each relevant transferor delivers to the Purchaser a duly executed transfer in respect of the relevant Transferred Property on Property Agreed Terms; and
(ii) the Purchaser shall deliver to the Seller a duly executed transfer in respect of the relevant Transferred Property on Property Agreed Terms.
1.8.6 The Purchaser shall procure that all transfers are duly stamped, filed or registered at the relevant registries on a timely basis and within the statutory period (if any) and the S...
General Transfer Provisions. (a) All Transfers shall be by instrument in form and substance satisfactory to counsel for the Company and shall contain an expression by the transferee of his or its intention to accept the Transfer and to adopt and be bound by all of the provisions of this Agreement, and shall provide for the payment by the transferor of all reasonable expenses incurred by the Company in connection with such Transfer, including the necessary amendments to this Agreement to reflect such Transfer. The transferor shall sign and acknowledge all such instruments, in form and substance reasonably satisfactory to the Company’s counsel, as may be necessary or desirable to effect such Transfer.
(b) The Company shall not dissolve or terminate upon the admission of any new Member or upon any permitted Transfer. Each Member hereby waives any right such Member may have to dissolve, liquidate or terminate the Company in any such event.
(c) This Section 9.5 imposes additional restrictions on the Transfer of Interests and does not permit any Transfer not otherwise permitted by this Agreement.
General Transfer Provisions. (a) No Transfer of all or part of any Partnership Interest (including pursuant to a Permitted Transfer) shall be valid unless (i) the General Partner shall have received an Opinion of Counsel or such other evidence as may be reasonably satisfactory to the General Partner to the effect that any such transfer shall not be in violation of the Securities Act or applicable state securities laws or any rule or regulation promulgated thereunder or result in the imposition of additional regulatory requirements on the Partnership or the General Partner (including registration under the Investment Company Act of 1940, as amended, the Investment Advisors Act of 1940, as amended, or require compliance with the plan asset regulations of ERISA); (ii) the General Partner shall have received with respect to such Transfer (taking into consideration the Transfer by itself together with any other prior Transfers of Partnership Interests of which the transferring Partner has knowledge at the time of such Transfer) either (A) an Opinion of Counsel from the transferor or transferee that such Transfer shall not result in the close of the Partnership’s taxable year with respect to all Partners, in the termination of the Partnership within the meaning of section 708(b) of the Code, or in the termination of its status as a partnership under the Code, or (B) an agreement from the transferor and the transferee to indemnify, save, and hold harmless the other Partners from and against any and all loss, cost, liability or expense (including but not limited to reasonable attorneys fees) which such other Partners may suffer if such Transfer or transaction would cause the close of the Partnership’s taxable year or such termination, (iii) each transferee shall have provided the General Partner with a properly completed and currently effective (A) Citizenship Certification and (B) non-foreign affidavit in the form prescribed under section 1446 of the Code; and (iv) each transferee shall have executed an instrument reasonably satisfactory to the General Partner accepting the obligations of an Assignee under this Agreement. Each party shall be responsible Table of Contents for their respective expenses in connection with the requested Transfer (including legal and accounting fees and expenses).
(b) An Assignee of a Partnership Interest held by a Limited Partner shall be entitled to receive from the effective date of transfer, determined in the manner herein provided, the rights to share in suc...
General Transfer Provisions. 1.10.1 The Sellers shall procure that the relevant Asset Transferor shall transfer the Group Transfer Properties to the Transferee Group Companies identified in Part 1 of this Schedule 8 subject to the terms set out in this Part 3 of Schedule 8 and all other applicable terms of this Agreement on Closing or (if later) Property Transfer Completion.
1.10.2 This Part 3 of Schedule 8 incorporates the Standard Commercial Property Conditions (Second Edition) (“SCPC2”). In case of conflict between this Part 3 of Schedule 8 and the SCPC2, this Part 3 of Schedule 8 prevails. Terms used or defined in the SCPC2 have the same meanings when used in this Part 3 of Schedule 8, and vice versa. The following provisions in SCPC2 shall not apply: 1.3.3, 1.3.5(a), 1.3.5(c), 1.3.7(d), 1.3.7(e), 1.4 to 1.5, 2.2 to 2.3, 4.1.3, 4.2, 6.1 to 6.3, 6.4.2, 6.6, 7.1.1 to 7.1.4, 8.1 to 8.4, 8.7, 8.8, 9, 10.2, 10.3.5 to 10.3.8, 11 and 12.
1.10.3 The Group Transfer Properties are sold together with all buildings, structures, fixed plant, fixed machinery and fixed equipment thereon.
1.10.4 The transfer of each Group Transfer Property shall contain covenants with the Asset Transferor by the Transferee Group Company to comply with the:
(i) obligations arising from the matters mentioned in the Registered Title;
(ii) obligations arising under the Documents;
(iii) obligations on the part of the landlord arising under the Letting Documents; and
(iv) obligations on the part of the tenant arising under the Lease, insofar as the Asset Transferor may remain liable directly or indirectly for them after Closing or Property Transfer Completion (as the case may be) and to indemnify the Asset Transferor against any non-compliance and a further covenant by the Purchaser and the Transferee Group Company to indemnify the Asset Transferor against any liability arising under any authorised guarantee agreement entered into by the Asset Transferor.
1.10.5 On Closing or Property Transfer Completion, whichever is the later in respect of each of the Group Transfer Properties:
(i) the Sellers shall procure that the Asset Transferor delivers to the Purchaser the transfer documents in respect of the relevant Group Transfer Properties on Property Agreed Terms; and
(ii) the Purchaser shall deliver to the Sellers such transfer documents (in duplicate or triplicate as the case may be) duly executed by the Transferee Group Company and (where applicable) the relevant Landlord.
1.10.6 The Purchaser shall, at its own cost and...
General Transfer Provisions. 201 A classified employee being transferred to another position in the same salary schedule classification with the same pay range shall remain on the same salary step.
General Transfer Provisions. (a) All Transfers shall be by instrument in form and substance satisfactory to counsel for the Company and shall contain an expression by the transferee of his or its intention to accept the Transfer and to adopt and be bound by all of the provisions of this Agreement, and shall provide for the payment by the transferor of all reasonable expenses incurred by the Company in connection with such Transfer, including the necessary amendments to this Agreement to reflect such Transfer. The transferor shall sign and acknowledge all such instruments, in form and substance reasonably satisfactory to the Company's counsel, as may be necessary or desirable to effect such Transfer.
General Transfer Provisions. (a) All Transfers shall be by instrument in form and substance satisfactory to counsel for the Company and shall contain an agreement by the assignee to accept the assignment and to accept and agree to all of the terms and provisions of this Agreement, as the same may have been amended, and shall provide for the payment by the assignor of all reasonable expenses incurred by the Company in connection with such assignment, including, without limitation, the necessary amendments to this Agreement to reflect such Transfer (including, without limitation, reasonable attorneys’ fees). The transferor shall execute and acknowledge all such instruments, in form and substance reasonably satisfactory to the Company’s counsel, as may be necessary or desirable to effectuate such Transfer.
(b) In no event shall the Company terminate (other than for tax purposes) upon the admission of any Member to the Company or upon any permitted assignment of an Interest by any Member. Each Member hereby waives its right to liquidate or terminate the Company in such event.
(c) Upon completion of a Transfer in compliance with this Agreement, the transferor shall be released from all future obligations occurring under this Agreement, after the date of such Transfer, provided the assignee of such transferor assumes, by written instrument reasonably acceptable to the Company, all such obligations of the transferor. Notwithstanding the immediately preceding sentence, the transferor shall remain liable for its obligations under this Agreement accruing or occurring on or prior to the date of such Transfer.
(d) Notwithstanding anything to the contrary in this Section 12.2, the TDC Member may mortgage, pledge or otherwise Transfer its Interest to a third party as collateral in connection with a bona fide financing transaction.
General Transfer Provisions. 9.4.1 The closing of the purchase of any Shares by the TINTA Group or the MediaOne Group pursuant to clauses 9.1, 9.2 or 9.3 shall take place at the Company's principal offices:
(a) in the case of clause 9.1, within 60 days after agreement of the price and proportions in which the Sale Shares can be transferred by the Seller pursuant to clause 9.1.2 or within 30 days after acceptance ("Acceptance") by the Seller of the offer contained in any Offer Notice pursuant to clause 9.1.3; and
(b) in the case of clauses 9.2 and 9.3 on a day specified by the purchaser (other than a Saturday, Sunday or day on which banking institutions in New York are required by law to be closed) which is no more than 90 days after the day of exercise of the relevant purchase option, or, if later, the date on which all necessary consents to such Transfer by governmental authorities shall have been obtained which, in the case of clause 9.1, shall be no later than 30 days from the date of Acceptance. At the closing the Seller shall deliver certificates representing the Shares to be sold free and clear of any lien, charge or encumbrance, duly endorsed or accompanied by stock transfers executed in blank, and such other documents as may be reasonably necessary to effectuate the sale. The Seller shall give customary representations and warranties regarding the title of such shares to the Relevant Purchaser(s). The purchase price (to the extent payable in cash) shall be paid in cash in immediately available funds.
9.4.2 The Relevant Purchaser may rescind its notice of acceptance given pursuant to clause 9.2.3 at any time on or prior to the thirtieth day following the date on which such notice is given (but not thereafter) if (i) prior to the date of such notice of acceptance the Relevant Purchaser had sought in good faith a waiver from the Panel with respect to the application of any provision of Rule 9 of the City Code on Take- overs and Mergers which absent such waiver would require the Relevant Purchaser to offer to purchase all of the outstanding Ordinary Shares, and (ii) such waiver or any shareholder approval required by the Panel has been denied (or has not been granted as of the last day of such rescission period) provided that if the Relevant Purchaser so rescinds its acceptance, the 90 day period referred to in clause 9.4.1(b) shall be extended by the number of days between the date of such acceptance and the date of rescission.
9.4.3 Notwithstanding any other provision of this cl...
General Transfer Provisions. Notwithstanding any other provisions of this Agreement:
General Transfer Provisions. When a delegated director has identified a file they wish to transfer to another delegated agency, the worker will notify the Urban Aboriginal, Métis or First Nations community that the family and/or child are affiliated with to advise them of the impending transfer. The originating party will call the receiving party to request a transfer and then follow up with the basic information through e-mail to the receiving party which includes: • the type of file to be transferred • the location of the child(ren) and family • the legal status of the child(ren) • information of the caregivers if the child(ren) are in care • the plan for the child(ren) • any additional costs (may include, but not limited to travel, set up costs for child in the home of relative) and other essential service costs as per VACFSS policy) The originating director, before transferring the file between agencies: • Reaches agreement with the receiving director about: • the reasons for the transfer • the timing of the transfer, including official date of transfer • the resources available to support the transfer • the written plan for the transfer • Completes activities outlined in: • AOPSI Guardianship Practice Standard 14: Case Documentation for Guardianship Services • AOPSI Guardianship Practice Standard 15: Transferring Continuing Care Files • Arranges for a full briefing of information with the receiving staff (which will include the social workers and the resource workers) and the timely physical transfer of all material and information to the receiving staff • Updates SWSMIS with current information • Notifies the Public Guardian and Trustee of the transfer of the CCO file The originating director must inform their funding authority of the plan to transfer a file. MCFD Regional and/or MCFD Provincial funding source and/or the Department of Indian and Northern Development must be notified so that the transfer of the funds associated with the child is approved. The originating agency will liaise with the funding authority to ensure sufficient funds are available for the transfer. The receiving director: • The receiving supervisor/team leader, in consultation with the manager/director, will determine if they are able to accept the transfer, and advise by email, the decision. If the transfer is accepted, a worker will be assigned the case and will call the identified worker from the originating agency to set up a case conference and transfer meeting. Whenever possible this will happen wi...
