Implementation of Transfer Clause Samples
The 'Implementation of Transfer' clause defines the procedures and requirements for carrying out the transfer of rights, assets, or obligations between parties. Typically, this clause outlines the steps each party must take to effectuate the transfer, such as delivering necessary documents, obtaining approvals, or completing registrations. For example, it may specify timelines for delivery or conditions that must be met before the transfer is considered complete. Its core practical function is to ensure that the transfer process is clearly understood and executed smoothly, minimizing disputes and delays by setting out concrete responsibilities and steps.
Implementation of Transfer. If the Material Project Contractor consents or is deemed to have consented to a transfer pursuant to a Proposed Transfer Notice, then on the Proposed Transfer Date:
(a) the Proposed Substitute will become a party to the Material Contract in place of Project Co and, thereafter, will be treated as if it was and had always been named as a party to the Material Contract in place of Project Co; and
(b) the Material Project Contractor, Project Co and the Proposed Substitute will enter into a transfer agreement (the "Transfer Agreement") and any other requisite agreements, in form and substance satisfactory to the Material Project Contractor, acting reasonably, pursuant to which:
(1) the Proposed Substitute will be granted all of the rights of Project Co under the Material Contract; and
(2) the Proposed Substitute will assume all of the obligations and liabilities of Project Co under the Material Contract.
Implementation of Transfer. If the Design-Builder consents or is deemed to have consented to a transfer pursuant to a Proposed Transfer Notice, then on the Proposed Transfer Date:
(a) the Proposed Substitute will become a party to the Design-Build Agreement in place of Operations Co and, thereafter, will be treated as if it was and had always been named as a party to the Design-Build Agreement in place of Operations Co; and
(b) the Design-Builder, Operations Co and the Proposed Substitute will enter into a transfer agreement (the “Transfer Agreement”) and any other requisite agreements, in form and substance satisfactory to the Design-Builder, acting reasonably, pursuant to which:
(1) the Proposed Substitute will be granted all of the rights of Operations Co under the Design-Build Agreement; and
(2) the Proposed Substitute will assume all of the obligations and liabilities of Operations Co under the Design-Build Agreement.
Implementation of Transfer. If the Material Contract Party consents or is deemed to have consented to a transfer pursuant to a Proposed Transfer Notice, then on the Proposed Transfer Date:
(a) the Proposed Substitute will become a party to the Material Contract in place of Project Co and, thereafter, will be treated as if it was and had always been named as a party to the Material Contract in place of Project Co; and
(b) the Material Contract Party, Project Co and the Proposed Substitute will enter into a transfer agreement (the "Transfer Agreement") and any other requisite agreements, in form and substance satisfactory to the Material Contract Party, acting reasonably, pursuant to which:
(1) the Proposed Substitute will be granted all of the rights of Project Co under the Material Contract; and
(2) the Proposed Substitute will assume all of the obligations and liabilities of Project Co under the Material Contract.
Implementation of Transfer. If the Project Contractor consents or is deemed to have consented to a transfer pursuant to a Proposed Transfer Notice, then on the Proposed Transfer Date:
(a) the Proposed Substitute will become a Party to the Project Contract in place of Project Co and, thereafter, will be treated as if it was and had always been named as a Party to the Project Contract in place of Project Co; and
(b) the Project Contractor, Project Co and the Proposed Substitute will enter into a transfer agreement (the “Transfer Agreement”) and any other requisite agreements, in form and substance satisfactory to the Project Contractor, acting reasonably, pursuant to which:
(i) the Proposed Substitute will be granted all of the rights of Project Co under the Project Contract; and
(ii) the Proposed Substitute will assume all of the obligations and liabilities of Project Co under the Project Contract. The City and the Project Contractor will use reasonable efforts to agree to any amendments to the Project Contract reasonably necessary to reflect the fact that the Project Agreement may have terminated at the time of the Transfer Effective Date.