JV Transfer Sample Clauses

JV Transfer. (i) Notwithstanding anything to the contrary contained in this Agreement, in the event that the conditions set forth in Section 3.01 (other than conditions that by their nature are to be satisfied at the time of the Distribution, and other than conditions relating to any JV Transfer Requirements) have been satisfied, but a JV Transfer Requirement has not been satisfied, the Distribution and the Internal Separation shall occur other than with respect to the Transferred JV Interests and the Delayed JV Closing Assets. The Transferred JV Interests and the Delayed JV Closing Assets shall not be transferred to a Transferred Subsidiary at or prior to the time of the Distribution unless subsequently transferred to a Parent Entity at a closing pursuant to Section 2.01(e)(iii) (a “Delayed JV Closing”, and the date of a Delayed JV Closing, the “Delayed JV Closing Date”). Prior to the occurrence of the Delayed JV Closing, TDCC shall hold the Transferred JV Interests and the Delayed JV Closing Assets in trust for Spinco, and Spinco shall be entitled to all of the economic benefits, and shall bear all of the economic burdens, associated with the ownership of the Transferred JV Interests and the Delayed JV Closing Assets, including the right to receive distributions and dividends of cash, property or securities received and retained by Dow in its capacity as a holder of the Transferred JV Interests; provided, however, that Spinco shall have no right to vote, or direct the voting of, the Transferred JV Interests; provided, further, that nothing herein shall be deemed or interpreted to constitute a transfer of legal ownership in the JV Entity prior to the satisfaction of the JV Transfer Requirements. (ii) The parties hereto shall, and shall cause their respective Affiliates to, cooperate fully and use their reasonable best efforts to take such actions with respect to the JV Transfer Requirements as may be reasonably requested by a party hereto in order to permit the transfer of the Transferred JV Interests and the Delayed JV Closing Assets. The obligations set forth in this Section 2.01(e)(ii) shall survive the Distribution. (iii) If, after the Distribution, all of the JV Transfer Requirements become satisfied, then the transfer of the Transferred JV Interests and the Delayed JV Closing Assets shall be effected and the parties hereto shall, and shall cause their respective Affiliates to, execute and deliver such documents and other instruments as may be reasonably necessar...
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JV Transfer. Subject to Lender’s reasonable approval, the conveyance of 100% of the membership, partnership or other equitable interests, as applicable, in Borrower to an entity (the “Joint Venture”) (the “JV Transfer”), provided that all of the following conditions are satisfied: (A) (x) IREIT remains as Guarantor, affirms all its obligations as guarantor and indemnitor pursuant to the terms of an affirmation agreement reasonably acceptable to Lender, under any existing guaranties and indemnities given to or in favor of Lender, and (y) IREIT continues to satisfy the net worth and liquidity requirements of Guarantor set forth in its guaranty, if any, from and after the JV Transfer; (B) The General Transfer Requirements and the Control Requirements have been satisfied; (C) IREIT, or a wholly-owned (direct or indirect) subsidiary of IREIT retains not less than ten percent (10%) of the beneficial interests in the Joint Venture (such entity, the “Inland JV Member”), and Lender has approved any other member(s) or partner(s) of the Joint Venture (the “Other JV Member”); (D) The Inland JV Member is appointed to serve, and does serve, as the manager/managing member/general partner as the case may be, of the Joint Venture and otherwise maintains operational and managerial control of the day-to-day operations of Borrower; (E) there being no Event of Default under the Loan Documents, the Environmental Indemnity or the Guaranty at the time of the transfer; (F) Lender has received and approved (x) all organizational documents for the Joint Venture, and (y) all organizational documents for the Inland JV Member and the Other JV Member, including but not limited to, certificates of good standing, articles of incorporation or organization or a certificate of limited partnership, as the case may be, and consents, to the extent necessary, to the formation of the Joint Venture from the Inland JV Member and the Other JV Member; (G) Lender has received satisfactory evidence that the bankruptcy remote nature of the Joint Venture and its managing member or general partner, as the case may be, as exists prior to the consummation of the JV Transfer shall be maintained upon consummation of the JV Transfer; (H) the Property shall continue to be managed by a Qualified Manager (defined below); (I) Lender has received from counsel for Borrower and IREIT, such legal opinions as are reasonably necessary or appropriate, in form and substance reasonably acceptable to Lender, including without limitation...
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Related to JV Transfer

  • Asset Transfer As consideration for the indemnity reinsurance of the General Account Liabilities by Reinsurer hereunder, Cedent hereby agrees to transfer to Reinsurer in accordance with the terms of the Acquisition Agreement (i) investment assets having a statutory statement carrying value on the books of Cedent equal to (a) the General Account Liabilities as of the close of business on the last day of the month preceding the month in which the Effective Date falls plus (b) the amount of the participating surplus with respect to the Coinsured Contracts as of such date less (c) the amount of any contract loans under the Coinsured Contracts as of such date and less (d) the amount of the General Account Other Insurance Assets as of such date and (ii) the General Account Other Insurance Assets as of the close of business on the last day of the month preceding the month in which the Effective Date falls. As additional consideration for the assumption of the General Account Liabilities by Reinsurer, Reinsurer shall be entitled to 100% of all premiums, deposits and other considerations to the extent received on or after the Effective Date by Cedent or Reinsurer with respect to the general account portion of the Coinsured Contracts net of reinsurance premiums and all other amounts payable on or after the Effective Date with respect to the Outward Reinsurance. Cedent shall promptly remit to Reinsurer (but in no event later than 72 hours following the receipt of any such premiums, deposits and other considerations) any such amounts received by it in respect of any of the Coinsured Contracts and hereby assigns to Reinsurer all of its rights to such premiums, deposits and other considerations payable to Cedent.

  • Valid Transfer This Agreement or, in the case of Additional Accounts, the related Assignment constitutes a valid sale, transfer and assignment to the Trust of all right, title and interest of the Seller in the Receivables and the Collateral Security and the proceeds thereof and all of the Seller's rights, remedies, powers and privileges with respect to the Receivables under the Receivables Purchase Agreement and, upon the filing of the financing statements described in Section 2.01 with the Secretary of State of the State of Delaware and, in the case of the Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Trust shall have a first priority perfected ownership interest in such property, subject to the rights of the Purchased Receivables Owners in any Collateral Security in respect of the Partial Accounts (other than the Vehicles relating to Principal Receivables arising in the Partial Accounts), except for Liens permitted under the Receivables Purchase Agreement. Except as otherwise provided in this Agreement and except for Liens permitted under the Receivables Purchase Agreement or the other Transaction Documents, neither the Seller nor any Person claiming through or under the Seller has any claim to or interest in the Collateral of the Trust. The representations and warranties set forth in this Section 2.03 shall survive the transfer and assignment of the Receivables to the Trust and the issuance of the Notes. Upon discovery by the Seller, the Servicer, the Trust, the Owner Trustee, any Agent or the Trustee of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties specified above, and to any Enhancement Providers. In the event of any breach of any of the representations and warranties set forth in this Section 2.03 having a material adverse effect on the interests of the Noteholders, then either the Trustee or the Holders of Notes evidencing not less than a majority of the aggregate Outstanding Dollar Principal Amount of all Notes, by notice then given in writing to the Seller (and to the Trustee, the Trust, any Enhancement Providers and the Servicer if given by the Noteholders), may direct the Seller to purchase the Noteholders' Interest within 60 days of such notice (or within such longer period as may be specified in such notice), and the Seller shall be obligated to make such purchase on a Payment Date occurring within such 60-day period on the terms and conditions set forth below; provided, however, that no such purchase shall be required to be made if, by the end of such 60-day period (or such longer period as may be specified), the representations and warranties set forth in this Section 2.03 shall be satisfied in all material respects, and any material adverse effect on the Noteholders' Interest caused thereby shall have been cured. The Seller shall deposit in the Collection Account in immediately available funds on the Business Day preceding such Payment Date, in payment for such purchase of the Noteholders' Interest, the Reassignment Amount for such Payment Date. Notwithstanding anything to the contrary in this Agreement, such amounts deposited in the Collection Account shall be applied in accordance with Section 706 of the Indenture and shall be allocated pro rata among the then-outstanding Series based on their respective Series Nominal Liquidation Amounts. If the Trustee or the Noteholders give notice directing the Seller to purchase the Noteholders' Interest as provided above, the obligation of the Seller to purchase the Noteholders' Interest pursuant to this Section 2.03 shall constitute the sole remedy respecting an event of the type specified in the first sentence of this Section 2.03 available to the Noteholders (or the Trustee on behalf of the Noteholders).

  • Stop Transfer The Securities are restricted securities as of the date of this Agreement. Neither the Company nor any of its Subsidiaries will issue any stop transfer order or other order impeding the sale and delivery of any of the Securities at such time as the Securities are registered for public sale or an exemption from registration is available, except as required by state and federal securities laws.

  • Title Transfer For the above consideration, Seller (s) agrees to give a good and merchantable title by ▇▇▇▇, free and clear of all encumbrances except: NONE. Title to be conveyed subject to all prior restrictions, easements, conditions, encumbrances, condemnation, right of ways, joint permanent easements, covenants or restrictions of record, zoning ordinances or laws of any government authority, status of mineral rights, status of oil and gas rights, or any type leases or assignments, taxes of any type, properties in FEMA flood zone, and other matters recorded or unrecorded, known or unknown. Mobile Homes Are Sold WITHOUT TITLE. Buyer shall pay, but not limited to: HOA requirements, Buyers Occurred expense, ALL Transfer Fees and or Membership Fees, if applicable.

  • Data Transfer 11.1 The Processor may not transfer or authorize the transfer of Data to countries outside the EU and/or the European Economic Area (EEA) without the prior written consent of the Company. If personal data processed under this Agreement is transferred from a country within the European Economic Area to a country outside the European Economic Area, the Parties shall ensure that the personal data are adequately protected. To achieve this, the Parties shall, unless agreed otherwise, rely on EU approved standard contractual clauses for the transfer of personal data.