Security transfer Sample Clauses

Security transfer. In the event of any assignment, transfer, novation or disposal of a part or all of its rights and obligations by any Beneficiary under each and any of the Finance Documents to which such Beneficiary is a party, such Beneficiary hereby expressly maintains, which the Pledgor accepts, all its rights and privileges hereunder for the benefit of its successor, in accordance with the terms of Article 1278 of the (French) Civil Code (Code Civil) so that the Pledge herein created will secure, until the Discharge Date, the Secured Liabilities to the rateable benefit of such successor, without further formalities.
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Security transfer. In the event of any assignment, transfer or disposal, by way of novation, of a part or all of its rights and obligations by any Beneficiary under each and any of the Finance Documents to which such Beneficiary is a party, such Beneficiary hereby expressly maintains, which the Pledgor accepts, all its rights and privileges for the benefit of its successor or transferee, in accordance with the terms of Article 1278 of the French Civil Code (Code Civil) so that the Pledge will secure the Secured Liabilities to the benefit of such successor, without further formalities.
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Security transfer. In the event of any assignment, transfer, novation or disposal of a part or all of its rights and obligations by any Assignee under the Facilities Agreement to which such Assignee is a party, such Assignee hereby expressly maintains, which the Assignor accept, all its rights and privileges hereunder for the benefit of its successor, in accordance with the terms of Article 1278 of the (French) Civil Code (Code Civil) so that each Assignment will secure the Secured Liabilities to the rateable benefit of such successor, without further formalities.
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Security transfer if the Schemes become Effective, accept a transfer of the Scheme Securities as contemplated by clause 2.2(b)(i) and execute instruments of transfer in respect of the Scheme Securities as contemplated by clause 4.1(u);
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Security transfer. (a) In the event that any Beneficiary assigns, transfers or otherwise disposes of any part or all of its rights and obligations under the Guaranty, it is expressly provided hereby – and the Pledgor expressly accepts – that such assignment, transfer or disposal shall not result in a reduction, obsolescence or extinction of any of its security rights and privileges hereunder in respect of the rights so assigned, transferred or otherwise disposed of under this Agreement and the Statement of Pledge. All rights and privileges under this Agreement and the Statement of Pledge shall continue to secure the Secured Obligations, to the pro rata benefit of the assignee(s), transferee(s) or successor(s), without any further formality.
Sample 1

Related to Security transfer

  • Equity Transfer 1.1 Party B and Party C agree to transfer the Equity to Party A, and Party A agrees to acquire such Equity. Upon completion of the Equity Transfer, Party A shall hold 100% of the Equity.

  • Permitted Equity Transfers Notwithstanding the restrictions contained in this Article 6, the following equity transfers shall be permitted without Lender’s consent: (a) a transfer (but not a pledge) by devise or descent or by operation of law upon the death of a Restricted Party or any member, partner or shareholder of a Restricted Party, (b) the transfer or issuance (but not the pledge), in one or a series of transactions, of the stock, partnership interests or membership interests (as the case may be) in a Restricted Party or (c) the sale, transfer or issuance of shares of common stock in any Restricted Party that is a publicly traded entity, provided such shares of common stock are listed on the New York Stock Exchange or another nationally recognized stock exchange (provided, that, the foregoing provisions of this clause (c) shall not be deemed to waive, qualify or otherwise limit Borrower’s obligation to comply (or to cause the compliance with) the other covenants set forth herein and in the other Loan Documents (including, without limitation, the covenants contained herein relating to ERISA matters)); provided, further, that, with respect to the transfers listed in clauses (a) and/or (b) above, (A) Lender shall receive not less than thirty (30) days prior written notice of such transfers, provided, however, prior written notice shall not be required with respect to transfers of direct or indirect ownership interests in Sponsor which do not result in a change in Control of Sponsor; (B) no such transfers shall result in a change in Control of Sponsor, Guarantor or Affiliated Manager; (C) after giving effect to such transfers, Sponsor shall (I) own at least a 51% direct or indirect equity ownership interest in each of Borrower and any SPE Component Entity; (II) Control Borrower and any SPE Component Entity and (III) control the day-to-day operation of the Property; (D) after giving effect to such transfers, the Property shall continue to be managed by Affiliated Manager or a New Manager approved in accordance with the applicable terms and conditions hereof; (E) in the case of the transfer of any direct equity ownership interests in Borrower or in any SPE Component Entity, such transfers shall be conditioned upon continued compliance with the relevant provisions of Article 5 hereof; (F) such transfers shall be conditioned upon Borrower’s ability to, after giving effect to the equity transfer in question (I) remake the representations contained herein relating to ERISA matters (and, upon Lender’s request, Borrower shall deliver to Lender an Officer’s Certificate containing such updated representations effective as of the date of the consummation of the applicable equity transfer) and (II) continue to comply with the covenants contained herein relating to ERISA matters; and (G) after giving effect to such transfer, the Guarantor Control Condition shall be satisfied. Notwithstanding the above, a Sponsor Level Pledge shall be permitted hereunder (and a Sponsor Level Pledge may be effected without the consent or approval of Lender) so long as any transfers made in connection therewith (exclusive of the actual grant of the Sponsor Level Pledge) comply with all other applicable provisions hereof (including, without limitation and as applicable, the foregoing provisions of this paragraph). Upon request from Lender, Borrower shall promptly provide Lender a revised version of the organizational chart delivered to Lender in connection with the Loan reflecting any equity transfer consummated in accordance with this Section 6.3.

  • General Transfer Restrictions The right of any Holder to Transfer any Shares held by it is subject to the restrictions set forth below.

  • Exchange, Transfer or Assignment of Warrant This Warrant is exchangeable, without expense, at the option of the Holder, upon presentation and surrender hereof to the Company or at the office of its stock transfer agent, if any, for other Warrants of different denominations, entitling the Holder or Holders thereof to purchase in the aggregate the same number of shares of Common Stock purchasable hereunder. Upon surrender of this Warrant to the Company or at the office of its stock transfer agent, if any, with the Assignment Form annexed hereto duly executed and funds sufficient to pay any transfer tax, the Company shall, without charge, execute and deliver a new Warrant in the name of the assignee named in such instrument of assignment and this Warrant shall promptly be canceled. This Warrant may be divided or combined with other Warrants that carry the same rights upon presentation hereof at the office of the Company or at the office of its stock transfer agent, if any, together with a written notice specifying the names and denominations in which new Warrants are to be issued and signed by the Holder hereof.

  • Material Transfer In order to facilitate the Research Program and Joint Development Plans, either Party may provide to the other Party certain biological materials or chemical compounds including, but not limited to AVEO Molecules, receptors, assays, reagents and screens (collectively, “Materials”) owned by or licensed to the supplying Party (other than under this Agreement) for use by the other Party in furtherance of the Research Program and/or the Joint Development Plans. Except as otherwise provided under this Agreement, all such Materials delivered to the other Party shall, subject to the licenses granted the other Party pursuant to Article 6, remain the sole property of the supplying Party, shall be used only in furtherance of the Research Program and/or the Joint Development Plans, as applicable, and solely under the control of the other Party and/or its Affiliates, shall not be used or delivered to or for the benefit of any Third Party without the prior written consent of the supplying Party, and shall not (without the prior written consent of the supplying Party) be used in research or testing involving human subjects. The Materials supplied under this Section 10.6 must be used with prudence and appropriate caution in any experimental work, since not all of their characteristics may be known. Each Party represents and warrants to the other that it has the right to provide the Materials to the other Party for the uses contemplated herein. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE X, THE MATERIALS ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY.

  • Transfer Restriction No Unreleased Shares or any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of the Participant or his successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect.

  • No Transfer Restrictions The Depositor has not created, incurred or suffered to exist any restriction on transferability of the Receivables except for the restrictions on transferability imposed by this Agreement. The transfer of the Receivables and the Receivable Files by the Depositor to the Issuer pursuant to this Agreement is not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

  • 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 Michigan 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 Section 2.07(a). Except as otherwise provided in this Agreement, neither the Seller nor any Person claiming through or under the Seller has any claim to or interest in the Trust Assets. 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 Certificates. Upon discovery by the Seller, the Servicer, 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, any Agent 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 Investor Certificateholders, then either the Trustee or the Holders of Investor Certificates evidencing not less than a majority in aggregate unpaid principal amount of all outstanding Investor Certificates, by notice then given in writing to the Seller (and to the Trustee, any Enhancement Providers and the Servicer if given by the Investor Certificateholders), may direct the Seller to purchase the Certificateholders' 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 Distribution 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 Certificateholders' 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 Distribution Date, in payment for such purchase, an amount equal to the sum of the amounts specified therefor with respect to each outstanding Series in the related Supplement. Notwithstanding anything to the contrary in this Agreement, such amounts shall be distributed to the Investor Certificateholders on such Distribution Date in accordance with Article IV and the terms of each Supplement. If the Trustee or the Investor Certificateholders give notice directing the Seller to purchase the Certificateholders' Interest as provided above, the obligation of the Seller to purchase the Certificateholders' 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 Investor Certificateholders (or the Trustee on behalf of the Investor Certificateholders).

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