PROCEDURES FOR TRANSFERS. Licensee must provide written notice to Licensor in advance of any proposed Transfer stating the identity of the prospective transferee, purchaser, or lessee and the terms and conditions of the conveyance. As a condition to consenting to the transfer, Licensor may require any one or more of the following to be met:
(1) Licensee will upon request provide a copy of any proposed agreement of transfer and all other information with respect thereto which Licensor may reasonably require;
(2) Licensee will upon request provide documents showing ownership structure of the Licensee, site control by the Licensee, possession or management control by the Licensee, financial statements of any participants, and any other documents reasonably requested by Licensor;
(3) Licensee will upon request pay a processing fee to Licensor of up to $5,000 to cover Licensor's costs to review and consent to the Transfer; provided however, in the case of a transfer of Equity Interests which require registration under any federal or state securities law, Licensee will pay a processing fee that will not exceed $25,000;
(4) Licensee and all participants in any proposed public offering (including the sale of partnership or membership interests) (i) agree to fully indemnify Licensor in connection with the registration, (ii) furnish Licensor with all information requested, and (iii) avoid using Licensor's service marks or trademarks or otherwise implying Licensor's participation in or endorsing of any public offering;
(5) Licensee will at all times adequately provide for the management of the Hotel during any Transfer; or
(6) Licensor may require the transferee to promptly execute a new license agreement on Licensor's then current license agreement for the unexpired term of this Agreement, and Licensor may require the guarantee of the new license agreement by the same guarantors of this Agreement (or substitute guarantors approved by Licensor in its sole discretion).
PROCEDURES FOR TRANSFERS. (1) The Fund Company agrees to cause each Fund to transfer shares from direct mutual fund, street name broker, and other Fund accounts to the designated FTC Omnibus Account on the books of the Fund. For the purpose of expediting transfers, each Fund will accept a facsimile (fax) list from FTC of the accounts to be transferred. FTC represents that it has in hand the appropriate and effective authorization to direct each transfer so requested. FTC agrees to indemnify the Fund Company and each Fund for their performance in accord with the instructions received from FTC. Each Fund will process the transfer requests into the FTC Omnibus Account, and not create or transfer into separate accounts registered in the name of FTC for the benefit of individual shareholders or account owners. Copies of transfer forms will be forwarded by FTC to the Fund as requested by the Fund for recordkeeping purposes.
(2) The Fund Company agrees to cause each Fund to notify FTC via fax or direct or indirect computer systems access mutually agreed upon by the parties (if any) of the completion of each transfer in or out of each FTC Omnibus Account no later than one business day after the day it occurs. Such transfer notification shall include the date, number of shares, registration, account number and type, and accrued dividends (where the transfer is processed after record data but before payable date).
PROCEDURES FOR TRANSFERS. (a) In this Subclause:
PROCEDURES FOR TRANSFERS. The Company agrees to cause each Fund to transfer shares from direct mutual fund, street name broker, and other Fund accounts to the designated FTC Omnibus Account on the books of the Fund. For the purpose of expediting transfers, each Fund will accept a facsimile (fax) list from FTC of the accounts to be transferred. FTC represents that it has in hand the appropriate and effective authorization to direct each transfer so requested. FTC agrees to indemnify the Company and each Fund for their performance in accordance with the instructions received from FTC. Each Fund will process the transfer requests into the FTC Omnibus Account, and not create or transfer into separate accounts registered in the name of FTC for the benefit of individual shareholders or account owners. Copies of transfer forms will be forwarded by FTC to the Fund as requested by the Fund for recordkeeping purposes.
PROCEDURES FOR TRANSFERS. 5 3.1 Tag-Along Right..............................................5 3.2 Costs........................................................7
PROCEDURES FOR TRANSFERS. Any qualified City employee may apply for the position of police officer if they pass all five (5) parts of the test. Their name shall be placed on the eligibility list.
PROCEDURES FOR TRANSFERS. All Transfers shall be made only for the purpose of paying Project Costs on a Line Item by Line Item basis as specified in the Budget. In no event shall the Disbursement Agent be obligated to request Transfers and/or make Disbursements for any Line Item of Project Costs in an amount greater than the amount set forth for such Line Item in the Budget as then in effect, provided that if a Noticed Event of Default (as defined below) occurs and is continuing the Administrative Agent, acting at the direction of the Required Lenders, may unilaterally modify the Budget by increasing or decreasing existing Line Items and/or adding or subtracting Line Items. The Disbursement Agent shall have no obligation to request any Transfer or make any Disbursement
PROCEDURES FOR TRANSFERS. (a) The Transferor shall give the Administrative Agent irrevocable prior written notice (effective upon receipt) of each Transfer no later than 11:30 A.M., New York City time, on the second Business Day prior to the proposed Transfer Date. Each notice shall specify (i) the requested aggregate Transfer Prices to be paid to the Transferor, (ii) the Purchasers that the Transferor is requesting to fund and the Transfer Price to be funded by each such Purchaser (which shall be at least $1,000,000 plus integral multiples of $100,000) and (iii) the Transfer Date (which shall be a Settlement Date). Upon receipt of any such notice from the Transferor, the Administrative Agent shall forward (by telecopy or electronic messaging system) a copy of such notice to the Funding Agent with respect to each Purchaser being requested to fund, no later than 1:00 P.M., New York City time, on the day received. After receipt by any such Funding Agent of such notice from the Administrative Agent, such Funding Agent shall promptly provide telephonic notice to the related CP Conduit Purchaser of the proposed Transfer and of such Purchaser's proposed Transfer Price. If such CP Conduit Purchaser elects to fund all or a portion of its Transfer Price, such CP Conduit Purchaser shall pay in immediately available funds the Transfer Price (or any portion thereof) on the related Transfer Date to the Funding Agent with respect to such Purchaser and such Funding Agent shall pay such funds to the Administrative Agent. If such CP Conduit Purchaser elects not to fund the full amount of its Transfer Price, it shall so notify its Funding Agent and such Funding Agent shall notify the related APA Banks, and each such APA Bank shall fund its APA Bank Commitment Percentage of the portion thereof not funded by the CP Conduit Purchaser in immediately available funds on the related Transfer Date. The Funding Agent with respect to such Purchaser shall pay such funds to the Administrative Agent. The Administrative Agent shall apply the funds received from the Funding Agents to the payment of the aggregate Transfer Prices on the related Transfer Date in accordance with Section 2.2(b). --------------
(b) The sum of the cash purchase prices to be paid by the Purchasers (each purchase price a "Transfer Price") for the Designated Receivables subject -------------- to any Transfer hereunder on the date of any Transfer (a "Transfer Date") shall ------------- not exceed the excess, if any, of the Net Pool Balance o...
PROCEDURES FOR TRANSFERS. (1) The Company agrees to cause each Fund to transfer Shares from direct mutual fund, street name broker, and other Fund accounts to the designated TDATC Omnibus Account on the books of the Fund. For the purpose of expediting transfers, each Fund will accept a list from TDATC of the accounts to be transferred. TDATC represents that it has in hand the appropriate and effective authorization to direct each transfer so requested. TDATC agrees to indemnify the Company and each Fund for their performance in accordance with the instructions received from TDATC. Each Fund will process the transfer requests into the TDATC Omnibus Account, and not create or transfer into separate accounts registered in the name of TDATC for the benefit of individual shareholders or account owners. Copies of transfer forms will be forwarded by TDATC to the Fund as requested by the Fund for recordkeeping purposes.
(2) The Company agrees to cause each Fund to notify TDATC via direct or indirect computer systems access mutually agreed upon by the parties (if any) of the completion of each transfer in or out of each TDATC Omnibus Account no later than one business day after the day it occurs. Such transfer notification shall include the date, number of Shares, registration, account number and type, and accrued dividends (where the transfer is processed after record date but before payable date).
PROCEDURES FOR TRANSFERS. 66 8.4 Admission of Additional Members by the Company.................68 8.5
