Required Transfers Clause Samples
The "Required Transfers" clause defines the obligations of one or more parties to transfer specific assets, funds, or property as stipulated in the agreement. Typically, this clause outlines what must be transferred, the timing of the transfer, and any conditions that must be met before the transfer occurs—for example, requiring payment of a purchase price or delivery of goods upon closing. Its core practical function is to ensure that all necessary transfers are clearly mandated and executed as part of the contractual arrangement, thereby reducing ambiguity and ensuring that each party fulfills its agreed-upon commitments.
Required Transfers. If no bid is received, pursuant to Article 31.02 (1., 2., 3.), the most junior employee in the needed classification shall be transferred.
Required Transfers. In the event any Person is or becomes the owner of Units in the Company and such ownership would result in a violation of any of the provisions of 9.1.4, the Company may cause the Company to repurchase the Units of such Person, or require such Person to Transfer their Units to another Person, and each Member consents to such forced repurchase or Transfer of Units as set forth in this 9.1.5.
Required Transfers. In the event that a Member ceases to be a Qualified Entity, within 90 days of the Member’s loss of Qualified Entity status the Manager shall either cause all of such Member’s Units to be redeemed by the Fund or require such Member to sell all of its outstanding Units to another Qualified Entity.
Required Transfers. If at any time any Lender shall have delivered a certificate or notice pursuant to Section 2.12(d) of the Loan Agreement, the Certificate Purchasers hereby grant to Lessee the right to require Certificate Trustee by written notice to take any of the actions described in Section 2.12(f) of the Loan Agreement.
Required Transfers. In the event any Person is or becomes the owner of Units and such ownership of Units would result in a violation of any of the provisions of Section 9.1.4, the Company may cause the Company to repurchase the Units of such Person, or require such Person to Transfer their Units to another Person, and each Member consents to such forced repurchase or Transfer of Units as set forth in this Section 9.1.5; provided that, prior to any such forced repurchase or Transfer, the Company shall (a) consult with such Person and (b) where the circumstance giving rise to such forced repurchase or Transfer is curable, use reasonable efforts to provide such Person with a reasonable period of time to cure such circumstance.
Required Transfers. 46 SECTION 6.6. Affirmative Covenants of Guarantor....................... 46 SECTION 6.7. Negative Covenants of Guarantor.......................... 50 ARTICLE VII INDEMNIFICATION........................................................ 54 SECTION 7.1. General Indemnification.................................. 54 SECTION 7.2. General Tax Indemnity.................................... 56 SECTION 7.3. Withholding Tax Exemption................................ 60 SECTION 7.4. Excessive Use Indemnity.................................. 60 SECTION 7.5. Gross Up................................................. 61 ARTICLE VIII
Required Transfers. Subject to Section 4.6, but notwithstanding any other provision of this Agreement:
(a) if a Shareholder or any Related Entity of such Shareholder, which, in either case, is a Partner, Transfers all or any of its Partnership Units to any Person that is not a Related Entity of such Shareholder (a “Third Party Transferee”), such Shareholder shall concurrently Transfer to the Third Party Transferee for $0.01 per Special Voting Share the same proportion of Special Voting Shares owned by such Shareholder as the Partnership Units Transferred to the Third Party Transferee is of such Shareholder’s and/or Related Entity’s Partnership Units immediately prior to the Transfer, rounded up to the nearest whole number; and
(b) if, pursuant to the Limited Partnership Agreement, the number of Partnership Units of a Partner decreases at any time or from time to time, other than by reason of a Transfer contemplated in Section 4.3(a), the Shareholder that is, or is a Related Entity of, such Partner shall Transfer for $0.01 per Special Voting Share the number of Special Voting Shares necessary, rounded to the nearest whole number, to such other Shareholder or Shareholders that are, or are Related Entities to, Partners whose proportional interest in the Limited Partnership increased as a result of such event or events such that following such Transfer or Transfers, for each Partner that holds Special Voting Shares (either directly or through one or more Related Entities), the proportional interest of such Partner in the Limited Partnership to that of all Partners who hold Special Voting Shares (either directly or through one or more Related Entities) corresponds to the proportional interest in the Special Voting Shares of each such Shareholder, or Related Entity that is a Shareholder.
Required Transfers. (a) In connection with any Transfer of Equity Interests pursuant to this Agreement, the Transferring Person must simultaneously offer the Additional Equity Amounts to the Non-Transferring Owners pursuant to the terms of Section 3.2 mutatis mutandis. If the Non- Transferring Owners do not elect to purchase such Additional Equity Amounts, the Transferring Person must Transfer the Additional Equity Amounts to the Person that purchases the Equity Interests.
(b) Notwithstanding anything to the contrary contained herein, a Transfer of Equity Interests shall be permitted pursuant to the terms of this Agreement and shall be required to the extent such Transfer is contemplated, permitted and required pursuant to the terms of that certain Members Agreement by and among the Owners and GHP.
Required Transfers. Notwithstanding Section 7 of this Agreement, if the short-term ratings of the unsecured and unsubordinated debt, deposit or letter of credit obligations of Party A are withdrawn by Standard & Poor's or Moody's or are reduced below the Required Rating by Standard & Poor's or Moody's, Party A shall make a Required Transfer within 30 days of such withdrawal or reduction.
Required Transfers. If at any time during the Lease Term any Lender shall request from Trustee or Lessees reimbursement for any costs pursuant to Section 2.9, 2.10 or 2.11 of the Loan Agreement (which cost Lessees are obligated to pay as Supplemental Rent under Section 3.2 of the Master Lease), such Lender shall, upon request of Lessees or the Administrative Agent, attempt in good faith to promptly sell to a Person who would qualify under Section 6.3(a) the Notes held by such Lender, the Commitment of such Lender and any other interests of such Lender hereunder and under the other Operative Documents, in accordance with this Section 6.4, in exchange for an amount equal to the outstanding principal amount of such Lender's Notes together with all interest accrued thereon and unpaid to the date of such purchase and all other amounts then due and payable hereunder or under the other Operative Documents to such Lender (including any requested reimbursement amounts).