Intercompany Transfer Sample Clauses

Intercompany Transfer. Notwithstanding the foregoing paragraph, Lessee upon prior
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Intercompany Transfer. (a) In addition to any other obligations hereunder or under any Ancillary Agreement or otherwise, as of the Distribution Date, the Corporation or New D&B, as the case may be, shall contribute cash to, or assume indebtedness from, New D&B or the Corporation, as the case may be, in an amount determined in accordance with Schedule 2.3 hereto (such amount being herein referred to as the "Intercompany Transfer"). After giving effect to the Intercompany Transfer, the cash balances as of the Distribution Date of any member of the Moody's Group shall be Moody's Assets and the cash balances as of the Distribution Date of any member of the New D&B Group shall be New D&B Assets. (b) On the Distribution Date, ____________ shall transfer to _________ cash in the amount of $ _________ (herein referred to as the "Estimated Intercompany Transfer"), representing an estimate of the Intercompany Transfer utilizing the amounts, formulas and estimation procedures reflected in Schedule 2.3 hereto. (c) Within five business days after the Distribution Date, New D&B will prepare and deliver to the Corporation a proposed calculation of the Intercompany Transfer (the "Statement"). The Corporation shall be entitled to reasonable access during normal business hours to the relevant records and working papers prepared by or for New D&B to review the Statement. If the Corporation believes that the Statement has not been prepared in accordance with Schedule 2.3, it shall, within five business days after receipt of the Statement, give written notice (the "Objection") to New D&B, setting forth the basis of the Objection in reasonable detail
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Intercompany Transfer. (a) In addition to any other obligations hereunder or under any Ancillary Agreement or otherwise, as of the Distribution Date, the Moody's Group or the New D&B Group, as the case may be, shall contribute cash to, or assume indebtedness from, the New D&B Group or the Moody's Group, as the case may be, in an amount determined in accordance with Schedule 2.3 hereto (such amount being herein referred to as the "Intercompany Transfer"). After giving effect to the Intercompany Transfer, the cash balances as of the Distribution Date of any member of the Moody's Group shall be Moody's Assets and the cash balances as of the Distribution Date of any member of the New D&B Group shall be New D&B Assets. (c) Within ten business days after the Distribution Date, New D&B will prepare and deliver to the Corporation a proposed calculation, with reasonable supporting detail, of the Intercompany Transfer (the "Statement"). The Corporation shall be entitled to reasonable access during normal business hours to the relevant records and working papers prepared by or for New D&B to review the Statement. If the Corporation believes that the Statement has not been prepared in accordance with Schedule 2.3, it shall, within ten business days after receipt of the Statement, give written notice (the "Objection") to New D&B, setting forth the basis of the Objection in reasonable detail and the adjustments to the Statement which the Corporation believes should be made. Failure to so notify New D&B shall constitute acceptance and approval of the Statement. If New D&B agrees that any change proposed by the Corporation is appropriate, the change shall be made to the Statement. If all or any portion of the proposed change is disputed by New D&B, then the Corporation and New D&B shall negotiate in good faith to resolve such dispute as expeditiously as possible. If, after a period of five business days following the date on which the Corporation gives New D&B notice of any such proposed change, any such proposed change still remains disputed, then PricewaterhouseCoopers LLP or another nationally recognized accounting firm mutually agreed by the Corporation and New D&B (the "Accounting Firm"), shall be engaged (as experts in accounting and not as arbitrators) to resolve any remaining disputes. The Accounting Firm shall determine, based solely on presentations by the Corporation and New D&B and not by independent review, only those elements of the calculation of the Intercompany Transfer that ar...
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Intercompany Transfer. The transfers of capital stock of AFCC --------------------- and the mortgage loans specified in Sections 6.12 and 6.13, respectively, shall have been completed.
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Related to Intercompany Transfer

  • Intercompany Transactions 72 Section 9.13

  • No Impairment of Intercompany Transfers No Credit Party shall directly or indirectly enter into or become bound by any agreement, instrument, indenture or other obligation (other than this Agreement and the other Loan Documents) that could directly or indirectly restrict, prohibit or require the consent of any Person with respect to the payment of dividends or distributions or the making or repayment of intercompany loans by a Subsidiary of any Borrower to any Borrower or between Borrowers.

  • Restrictions on Intercompany Transfers The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than (i) a Warehouse Entity following securitization pursuant to the terms of the securitization documents or (ii) an Excluded Subsidiary holding title assets subject to Secured Indebtedness pursuant to the terms of the Secured Indebtedness documents), to create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any Subsidiary; (b) pay any Indebtedness owed to the Borrower or any Subsidiary; (c) make loans or advances to the Borrower or any Subsidiary; or (d) transfer any of its property or assets to the Borrower or any Subsidiary; other than (i) with respect to clauses (a) through (d) those encumbrances or restrictions (x) contained in any Loan Document or (y) contained in any other agreement that evidences Unsecured Indebtedness containing encumbrances or restrictions on the actions described above that are substantially similar to or less restrictive than those contained in the Loan Documents or, (ii) with respect to clause (d), (x) restrictions contained in any agreement relating to the sale of a Subsidiary (other than the Borrower) or the assets of a Subsidiary pending sale, or relating to Secured Indebtedness secured by a Lien on assets that Spirit REIT, the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume, or permit or suffer to exist and as permitted by the Loan Documents; provided that in any such case, the restrictions apply only to the Subsidiary or the assets that are the subject of such sale or Lien, as the case may be or (y) customary provisions restricting assignment of any agreement entered into by Spirit REIT, the Borrower, any other Loan Party or any other Subsidiary in the ordinary course of business.

  • Disposal of Subsidiary Interests Except for any sale of all of its interests in the Equity Interests of any of its Subsidiaries in compliance with the provisions of Section 8.9 and except for Liens securing the Obligations, no Credit Party shall, nor shall it permit any of its Subsidiaries to, (a) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, except to qualify directors if required by Applicable Laws; or (b) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, except to another Credit Party (subject to the restrictions on such disposition otherwise imposed hereunder), or to qualify directors if required by Applicable Laws.

  • Equity Transfer 1.1 Party B agrees to transfer the Relevant Equity Interest to Party A with each of the Party B transferring the all of the registered capital as set forth in the Attachment A. Party A agrees to accept such transfer. After the closing of the transfer, Party A is to hold a 100% equity stake in Party B. 1.2 As the consideration for the equity transfer, Party A shall pay each of the Party B the number of RMB Yuan setting forth in the Attachment A pursuant to Article A. 1.3 Party B agrees to the Equity Transfer under this Article, and is willing to and shall procure the other shareholders (other than Party B) of Party C to be willing to sign necessary documents including resolutions of shareholders’ meeting and letters on waiver of preemptive right to acquire the Relevant Equity Interest in respect thereof and assist in completing other necessary formalities for the Equity Transfer. 1.4 Party B and Party C shall be jointly and separately responsible for taking necessary actions, including but not limited to signing this Agreement, adopting the resolutions of shareholders’ meeting and the amendments to the articles of association etc., in order to achieve the transfer of equity interest from Party B to Party A, and responsible for completing all governmental approval or industrial and commercial registration formalities within ten working days from the sending of the notice of exercise by Party A in accordance with the provisions of the Equity Option Agreement to make Party A become the registered owner of such equity interest in the register.

  • Disposal of Subsidiary Stock Except for any sale of any Regulatory Shares or all of the Capital Stock of a Subsidiary owned by the Borrower or its Subsidiaries, in each case in compliance with the provisions of Section 6.03 hereof, Borrower shall not directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any shares of Capital Stock or other equity securities of any of its Subsidiaries, except to qualify directors if required by applicable law; or permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any shares of Capital Stock or other equity securities of any of its Subsidiaries (including such Subsidiary), except to Borrower, a Subsidiary Loan Party, or to qualify directors if required by applicable law.

  • Sale or Transfer of Assets; Suspension of Business Operations The Borrower will not sell, lease, assign, transfer or otherwise dispose of (i) the stock of any Subsidiary, (ii) all or a substantial part of its assets, or (iii) any Collateral or any interest therein (whether in one transaction or in a series of transactions) to any other Person other than the sale of Inventory in the ordinary course of business and will not liquidate, dissolve or suspend business operations. The Borrower will not transfer any part of its ownership interest in any Intellectual Property Rights and will not permit any agreement under which it has licensed Licensed Intellectual Property to lapse, except that the Borrower may transfer such rights or permit such agreements to lapse if it shall have reasonably determined that the applicable Intellectual Property Rights are no longer useful in its business. If the Borrower transfers any Intellectual Property Rights for value, the Borrower will pay over the proceeds to the Lender for application to the Obligations. The Borrower will not license any other Person to use any of the Borrower’s Intellectual Property Rights, except that the Borrower may grant licenses in the ordinary course of its business in connection with sales of Inventory or provision of services to its customers.

  • Asset Transfer Seller shall have delivered to Buyer the following instruments of transfer and assignment in accordance with the provisions hereof, transferring to Buyer all of Seller's right, title and interest in and to the Assets, free and clear of all Liens: (a) A Xxxx of Sale in the form attached hereto as Exhibit D; (b) An Assignment and Assumption Agreement in the form attached hereto as Exhibit E; (c) An Assignment of Patents and Trademarks in the form attached hereto as Exhibit F; (d) An Assignment of Internet Domain Name in the form attached hereto as Exhibit G; and (e) Such other instruments of transfer reasonably requested by Buyer.

  • Closing of Company Transfer Books At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of shares of Company Common Stock shall thereafter be made on the records of the Company. If, after the Effective Time, Certificates are presented to the Surviving Corporation, the Exchange Agent or the Parent, such Certificates shall be canceled and exchanged as provided in this Article I.

  • MERGER, CONSOLIDATION, TRANSFER OF ASSETS Merge into or consolidate with any other entity; make any substantial change in the nature of Borrower's business as conducted as of the date hereof; acquire all or substantially all of the assets of any other entity; nor sell, lease, transfer or otherwise dispose of all or a substantial or material portion of Borrower's assets except in the ordinary course of its business.

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