Common use of Invalid Transfers Clause in Contracts

Invalid Transfers. If the Issue and Paying Agent determines that (i) a transfer or attempted or purported transfer of any interest in any Note was consummated in compliance with the provisions hereof on the basis of an incorrect form or certification from the transferee or purported transferee, (ii) a transferee failed to deliver to the Issue and Paying Agent any form or certificate required to be delivered hereunder or (iii) the holder of any interest in a Note is in breach of any representation or agreement set forth in any certificate or any deemed representation or agreement of such holder, the Issue and Paying Agent will not register such attempted or purported transfer and if a transfer has been registered, such transfer shall be absolutely null and void ab initio and shall vest no rights in the purported transferee (such purported transferee, a Disqualified Transferee) and the last preceding Holder of such Note that was not a Disqualified Transferee shall be restored to all rights as a Holder thereof retroactively to the date of such transfer by such holder. In addition, the Issue and Paying Agent may require that the interest in Notes referred to in (i), (ii) or (iii) above be transferred to any person designated by the Issuer at a price determined by the Issuer based upon its estimation of the prevailing price of such interest and each Holder, by acceptance of an interest in a Note, authorises the Issue and Paying Agent to take such action. In any case, the Issue and Paying Agent will not be held responsible for any losses that may be incurred as a result of any required transfer under this section. Notwithstanding anything contained herein to the contrary, the Issue and Paying Agent shall not be responsible for ascertaining whether any transfer complies with the registration provisions or exemptions from the Securities Act, applicable state securities law or the Investment Company Act. If a certificate is specifically required to be delivered to the Issue and Paying Agent by a purchaser or transferee of a Note, the Issue and Paying Agent shall be under a duty to examine the same to determine whether it conforms to the requirements of this Agreement and shall promptly notify the party delivering the same if such certificate does not conform.”

Invalid Transfers. If the Issue and Paying Agent Trustee or the Certificate Registrar determines that (i) a transfer or attempted or purported transfer of any interest in any Note Certificate was consummated in compliance with the provisions hereof reliance on the basis of an incorrect form or certification from the transferee or purported transferee, (ii) a transferee failed to deliver to the Issue and Paying Agent Trustee or the Certificate Registrar any form or certificate required to be delivered hereunder or (iii) the holder of any interest in a Note Certificate is in breach of any representation or agreement set forth in any certificate or any deemed representation or agreement of such holder, the Issue and Paying Agent Certificate Registrar will not register such attempted or purported transfer and transfer, and, if a transfer has been registered, such transfer shall be absolutely null and void ab initio and shall vest no rights in the purported transferee (such purported transferee, a "Disqualified Transferee) "), and the last preceding Holder of such Note Certificate that was not a Disqualified Transferee shall be restored to all rights as a Holder thereof retroactively to the date of transfer of such transfer Certificate by such holderHolder, except as to any payments made to such transferee prior to receipt by the Trustee or the Certificate Registrar of notice or other evidence that such transferee was a Disqualified Transferee. In addition, the Issue and Paying Agent Trustee may require that the interest in Notes referred the Certificate purported to in (i), (ii) or (iii) above be transferred to a Disqualified Transferee be transferred to any person Person (other than the Company or one of its Affiliates) designated by the Issuer Company at a price determined by the Issuer Company based upon its estimation of the prevailing price of such interest and each HolderCertificateholder, by acceptance of an interest in a NoteCertificate, authorises authorizes the Issue and Paying Agent Trustee to take such action. In any case, neither the Issue and Paying Agent Trustee nor the Certificate Registrar will not be held responsible for any losses that may be incurred as a result of any required transfer under this sectionSection 4.5(c). Notwithstanding anything contained herein to the contrary, neither the Issue and Paying Agent Trustee nor the Certificate Registrar shall not be responsible for ascertaining whether any transfer complies with the registration provisions or exemptions from the Securities Act, applicable state securities law or the Investment Company Act. If a certificate is specifically required to be delivered to the Issue and Paying Agent by a purchaser or transferee of a Note, the Issue and Paying Agent shall be under a duty to examine the same to determine whether it conforms to the requirements of this Agreement and shall promptly notify the party delivering the same if such certificate does not conform.”or

Invalid Transfers. If the Issue and Paying Agent determines conditions to transfer set forth in subsection (b) above are not fully satisfied or if the Owner Trustee receives written notice or if an officer of the Owner Trustee otherwise obtains actual knowledge that (i) a transfer or attempted or purported transfer of any interest in any Note Certificate was consummated in compliance with the provisions hereof of this Section 3.6 on the basis of an incorrect form or certification from the transferee or purported transferee, transferee or (ii) a transferee failed to deliver to the Issue and Paying Agent any form or certificate required to be delivered hereunder or (iii) the holder owner of any interest in a Note Certificate is in breach of any representation or agreement set forth in any certificate or any deemed representation or agreement of such holderowner, the Issue and Paying Agent Owner Trustee will not register such attempted or purported transfer and if a transfer has been registered, such transfer shall be absolutely null and void ab initio AB INITIO and shall vest no rights in the purported transferee (such purported transferee, a "Disqualified Transferee") and the last preceding Holder of such Note Certificateholder that was not a Disqualified Transferee shall be restored to all rights as a Holder Certificateholder thereof retroactively to the date of transfer of such transfer Certificate by such holderCertificateholder. In addition, Nothing herein shall be deemed to imply for the Issue and Paying Agent may require that Owner Trustee any duty of investigation or monitoring subsequent to the interest in Notes referred to in (i), (ii) or (iii) above be transferred to any person designated by the Issuer at a price determined by the Issuer based upon its estimation of the prevailing price of such interest and each Holder, by acceptance of an interest in a Note, authorises the Issue and Paying Agent to take such action. In any case, the Issue and Paying Agent will not be held responsible for any losses that may be incurred as a result date of any required transfer under this sectiontransfer. Notwithstanding anything contained herein to the contrary, the Issue and Paying Agent Owner Trustee shall not be responsible for ascertaining whether any transfer complies with the registration provisions or exemptions from the Securities Act, applicable state securities law or the Investment Company Act. If ; PROVIDED, that, if under this Section 3.6 a certificate is specifically required to be delivered to the Issue and Paying Agent Owner Trustee by a purchaser or transferee of a NoteCertificate or any beneficial interest therein, the Issue and Paying Agent Owner Trustee shall be under a duty to examine the same to determine whether it conforms on its face to the requirements of this Agreement Section 3.6 and shall promptly notify the party delivering the same if such certificate does not so conform.”

Invalid Transfers. If the Issue and Paying Agent Trustee or the Certificate Registrar determines that (i) a transfer or attempted or purported transfer of any interest in any Note Certificate was consummated in compliance with the provisions hereof reliance on the basis of an incorrect form or certification from the transferee or purported transferee, (ii) a transferee failed to deliver to the Issue and Paying Agent Trustee or the Certificate Registrar any form or certificate required to be delivered hereunder or (iii) the holder of any interest in a Note Certificate is in breach of any representation or agreement set forth in any certificate or any deemed representation or agreement of such holder, the Issue and Paying Agent Certificate Registrar will not register such attempted or purported transfer and if a transfer has been registered, such transfer shall be absolutely null and void ab initio and shall vest no rights in the purported transferee (such purported transferee, a "Disqualified Transferee") and the last preceding Holder of such Note Certificate that was not a Disqualified Transferee shall be restored to all rights as a Holder thereof retroactively to the date of transfer of such transfer Certificate by such holderHolder, except as to any payments made to such transferee prior to receipt by the Trustee of notice or other evidence that such transferee was a Disqualified Transferee. In addition, the Issue and Paying Agent Trustee may require that the interest in Notes referred the Certificate purported to in (i), (ii) or (iii) above be transferred to a Disqualified Transferee be transferred to any person Person (other than YPG Holdings or one of its Affiliates) designated by the Issuer YPG Holdings at a price determined by the Issuer YPG Holdings based upon its estimation of the prevailing price of such interest and each HolderCertificateholder, by acceptance of an interest in a NoteCertificate, authorises authorizes the Issue and Paying Agent Trustee to take such action. In any case, neither the Issue and Paying Agent Trustee nor the Certificate Registrar will not be held responsible for any losses that may be incurred as a result of any required transfer under this sectionSection 4.5(c). Notwithstanding anything contained herein to the contrary, neither the Issue and Paying Agent Trustee nor the Certificate Registrar shall not be responsible for ascertaining whether or not any transfer complies with the registration provisions of or exemptions from from, or is otherwise not subject to the provisions of, the Securities Act, Act or applicable state securities law or the Investment Company Act. If law; provided that if a certificate is specifically required to be delivered to the Issue and Paying Agent Trustee or the Certificate Registrar by a purchaser or transferee of a NoteCertificate, the Issue and Paying Agent Trustee or the Certificate Registrar shall be under a duty to examine the same to determine whether it conforms to the requirements of this Agreement and shall promptly notify the party delivering the same if such certificate does not conform.”