Terms of Transfer. Upon the transfer referred to in Section 6.1 becoming effective:
(a) Project Co and the Authority will be released from their obligations under the Project Agreement to each other, including with respect to indemnification under the Project Agreement whether arising prior to or after such transfer (the “Discharged Obligations”);
(b) the Suitable Substitute Project Co and the Authority will assume obligations which are substantially similar to the Discharged Obligations, but owed to or assumed by the Suitable Substitute Project Co instead of Project Co;
(c) the rights of Project Co against the Authority under the Project Agreement and vice versa (the “Discharged Rights”) will be cancelled;
(d) the Suitable Substitute Project Co and the Authority will acquire rights against each other which differ from the Discharged Rights only insofar as they are exercisable by or against the Suitable Substitute Project Co instead of Project Co;
(e) any subsisting ground for termination of the Project Agreement by the Authority will be deemed to have no effect and any subsisting Termination Notice will be automatically revoked;
(f) the Authority will enter into a lenders’ remedies agreement with the Suitable Substitute Project Co and a representative of Senior Lenders lending to the Suitable Substitute Project Co on substantially the same terms as this Agreement; and
(g) any Deductions that arose prior to that time will not be taken into account after the transfer for the purposes of Sections 11.1(b) and 12.1(h) of the Project Agreement and Sections 6.7 and 6.8 of Schedule 4 to the Project Agreement.
Terms of Transfer. 1.1. Upon the terms and subject to the conditions of this Agreement, if (a) as of 5:30 PM, New York time, on the date of the Meeting, Investor holds the Investor Shares (as defined below), (b) Investor does not exercise (or exercised and validly rescinds) its Redemption Rights with respect to such Investor Shares in
Terms of Transfer. If an Offer made pursuant to subsection (a) or (b) of this Section 1 is accepted, the terms of purchase and sale to Association or Declarant or any other purchaser permitted herein, as the case may be, shall be as follows: The purchase price shall be the value of the Condominium as determined under Section 3 of this Article XIV (the "Section 3 Price"). If sale is to the Association or Declarant, the closing of any such sale shall occur not less than 30 days nor more than 90 days from date of acceptance of Owner’s Offer or as mutually agreed. Proceeds of the purchase price due to Owner shall be applied as follows:
(1) Prorated assessments to date of closing, shall be paid from the Owner and purchaser proceeds. All delinquent assessments, late fees and penalties assessed by the Association against the Owner shall be paid to the Association from the Owner proceeds prior to the closing.
(2) Amounts due to Owner’s Mortgagees as their interests may appear, or by assumption of the mortgage(s), as desired and arranged by the Purchaser and as agreed to by the Mortgagee.
(3) Amounts due to Owner’s lien holders as their interests may appear.
(4) Closing costs customarily charged to sellers including by way of example but not limitation, title insurance premiums, documentary transfer tax, association transfer fees, and escrow fees unless mutually agreed otherwise in writing.
(5) A reasonable repair and cleaning allowance (the "Repair Allowance") shall be withheld by Declarant in order to ensure that the Unit and its component parts conform to a "high standard of habitability and maintenance" if the repairs and cleaning are to be performed by Declarant after the close of
Terms of Transfer. (a) Upon the terms and subject to the conditions of this Agreement, the Sponsor agrees that if (a) as of 5:00 PM, New York time, on the date of the Meeting, Investor holds the Investor Shares (as defined below), (b) Investor did not exercise its Redemption Rights with respect to such Investor Shares in connection with the Meeting, and (c) the Extension Amendment is approved at the Meeting and is effected by the Company’s filing with the Secretary of the State of Delaware of an amendment to the Charter, then the Sponsor hereby agrees to (i) assign and transfer to Investor for no additional consideration the Assigned Securities set forth on Exhibit A at such time as the conditions set forth in Section 1.2 below are satisfied and (ii) assign to Investor the Economic Interest (as defined below) associated with the Assigned Securities.
Terms of Transfer. 2.1 The Outgoing Host and the Host shall comply with their respective obligations under TUPE and COSOP in relation to any of person who transfers to the employment of the Host.
2.2 The Outgoing Host and the Host agree that all liabilities in relation to salaries, wages, entitlement to paid holiday, employee bonus or commission, expenses, National Insurance and pension contributions and liability to Taxation for the Transferring Employees shall be apportioned on a time basis so that such part of the relevant charges attributable to the period ending the day before the Commencement Date shall be borne by the Outgoing Host and such part of the relevant charges attributable to the period commencing on the Commencement Date shall be borne by the Host.
2.3 The Parties agree that the arrangements set out in this Agreement will constitute a relevant transfer for the purposes of TUPE and, accordingly, that it will not operate so as to terminate the contracts of employment of any of the Transferring Employees. Such contracts shall be transferred from the Outgoing Host to the Host pursuant to TUPE with effect from the Commencement Date.
2.4 The Outgoing Host undertakes to the Host:
2.4.1 that it has complied with, and shall up to and including the Commencement Date, comply with all of its obligations and those of any of its predecessors (whether or not legally binding or in respect of which it would be expected to comply by any Regulatory or Supervisory Body to which it is subject) due to or in connection with the Host Employees or any body representing them (or any of the said obligations the Outgoing Host would have had under or in connection with such contracts but for TUPE);
2.4.2 that it has paid and shall pay all sums due to or in relation to the Host Employees up to and including the day before the Commencement Date (whether arising under common law, statute, equity or otherwise) including all salaries, wages, bonus or commission, expenses, National Insurance and pension contributions, liability to Taxation and other sums payable in respect of any period up to the day before the Commencement Date;
2.4.3 that it has complied and shall comply in all respects with its obligations under TUPE (including but not limited to regulation 11) and COSOP;
2.4.4 that there are no sums owing to or from any Host Employee;
2.4.5 it has not:
(a) terminated or given notice to terminate the employment of any of the Transferring Employees (other than for gross misconduct);
(b) inc...
Terms of Transfer. In the event of any Transfer, Landlord shall have the following rights:
(a) to require Tenant and the Transferee and any indemnifier in respect of Tenant’s obligations hereunder to enter into an agreement in writing to implement any amendments to this Lease to give effect to Landlord’s exercise of any of its rights hereunder;
(b) to require the Transferee to enter into an agreement (“Assumption Agreement”) with Landlord in writing to be bound by all of Tenant’s obligations under this Lease and to be bound by all of the provisions of this Lease and, to the extent permitted by applicable Laws, to waive any right it, or any Person on its behalf, may have to disclaim, repudiate or terminate this Lease pursuant to any bankruptcy, insolvency, winding-up or other creditors proceeding, including, without limitation, the Bankruptcy and Insolvency Act (Canada) or the Companies’ Creditors Arrangement Act (Canada), and to agree that in the event of any such proceeding Landlord will comprise a separate class for voting purposes. If the Transferee is incorporated, established or resident in a jurisdiction other than the Province of Ontario, the Assumption Agreement shall contain an attornment by the Transferee to the laws and courts of the Province of Ontario and shall be accompanied by the opinion of the Transferee’s lawyer that the Assumption Agreement is binding on the Transferee in accordance with its terms, and enforceable against the Transferee in the Province of Ontario and the jurisdiction in which the Transferee is resident or domiciled;
(c) to receive fifty percent (50%) of all amounts to be paid to Tenant under the agreement in respect of such Transfer in excess of the Rent payable under this Lease (to which Landlord is entitled to receive one hundred percent (100%)), less only Tenant’s out of pocket costs incurred in connection with such Transfer (including brokerage fees, advertising costs and inducements, all of which shall be evidenced by receipted invoices copied to Landlord) and any consideration which is bona fide being paid to Tenant for equipment, furnishings and other property to be conveyed by Tenant as part of or together with the transaction of Transfer and which is not reasonably attributable to Tenant’s interest in this Lease and less, in the case of a sublease, all amounts receivable by Tenant under the sublease equal to the amounts payable by Tenant hereunder each month during the term of the sublease in respect of the Transferred Premises;
(...
Terms of Transfer. 1.1. Upon the terms and subject to the conditions of this Agreement, if (a) as of 5:30 PM, New York time, on the date of the Meeting, Investor holds the Investor Shares (as defined below), (b) Investor does not exercise (or exercised and validly rescinds) its Redemption Rights with respect to such Investor Shares in connection with the Meeting, and (c) the Extension is approved at the Meeting and SUAC meets the continued or initial listing requirements to be listed on a National Securities Exchange following the Meeting, then the Sponsor hereby agrees to assign to Investor for no additional consideration the Assigned Securities set forth on Exhibit A, and the Sponsor further agrees to assign to Investor the Economic Interest (as defined below) associated with the Assigned Securities that the Sponsor has agreed to assign to Investor. “Investor Shares” shall mean an amount of the Public Shares equal to the lesser of (i) 400,000 Public Shares, and (ii) 9.9% of the Public Shares that are not to be redeemed, including those Public Shares subject to non-redemption agreements with other SUAC stockholders similar to this Agreement on or about the date of the Meeting. The Sponsor and SUAC agree to provide Investor with the final number of Investor Shares subject to this Agreement no later than 9:30 a.m. Eastern on the first business day before the date of the Meeting (and in all cases a sufficient amount of time in advance to allow the Investor to reverse any exercise of Redemption Rights with regard to any Investor Shares), provided, that such amount shall not exceed 400,000 Public Shares.
Terms of Transfer. 1.1. Upon the terms and subject to the conditions of this Agreement, if (a) as of 5:30 PM, New York time, on the date of the Meeting, Investor holds the Investor Shares (as defined below), (b) Investor does not exercise (or exercised and validly rescinds) its Redemption Rights with respect to such Investor Shares in connection with the Meeting, and (c) the Extension is approved at the Meeting and the Company meets the continued or initial listing requirements to be listed on a National Securities Exchange following the Meeting, then the Sponsor hereby agrees to assign to Investor for no additional consideration the Assigned Securities set forth on Exhibit A, and the Sponsor further agrees to assign to Investor the Economic Interest (as defined below) associated with the Assigned Securities that the Sponsor has agreed to assign to Investor. “Investor Shares” shall mean an amount of the Public Shares presently held by Investor equal to the lesser of (i) [ ] Public Shares, and (ii) 9.9% of the Public Shares that are not to be redeemed, including those Public Shares subject to non-redemption agreements with other PWUP shareholders similar to this Agreement on or about the date of the Meeting. The Sponsor and PWUP agree to provide Investor with the final number of Investor Shares subject to this Agreement no later than 9:30 a.m. Eastern on the first business day following the date of the Meeting (and in all cases a sufficient amount of time to allow the Investor to reverse any exercise of Redemption Rights with regard to any Investor Shares), provided, that such amount shall not exceed [ ] Public Shares.
Terms of Transfer. Title, Sanctioned Plans and Construction: The Buyer has examined or caused to be examined the following and the Buyer is fully satisfied about the same and shall not be entitled to and covenant not to raise any requisition, query, clarification or objection regarding the same and also further waive the right, if any, to do so:
Terms of Transfer. 7.1- SALIENT TERMS-: The transfer being effected by this conveyance is-:
