THE TRANSFER AGREEMENT Sample Clauses

THE TRANSFER AGREEMENT. If any of the conditions contained in this section 4.2 are not fulfilled or performed at (except with respect to section 4.2.5.3 which must be satisfied prior to the Effective Time) or prior to the Effective Time to the satisfaction of the Corporation (acting reasonably), the Corporation may, by notice to the Merger Subsidiary and Corel terminate this Agreement and the obligations of the Corporation, the Jasc Stockholders, the Merger Subsidiary and Corel under this Agreement other than the obligations contained in sections 3.5, 8.1 and 8.
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THE TRANSFER AGREEMENT. 2.1 The Transfer Agreement takes the form of a contract for sale with numerous schedules and annexes containing supporting information. 2.2 The agreement contains: 2.2.1 covenants by the Council and CDHG in favour of each other; 2.2.2 an assignment of Rent Arrears which will be entered into within 28 days of the completion of the transfer; 2.2.3 provisions dealing with the ongoing contractual obligations of the Council with third parties, which are relevant to the stock being transferred; 2.2.4 employment provisions in respect of Council staff transferring to CDHG and also in respect of the staff of the two arm’s length management organisations who will become CDHG staff on completion of the transfer. These include warranties that the Council has given CDHG all material facts and matters relating to the staff and that there are no employment related claims arising from the transfer; 2.2.5 provisions for the actual transfer of the tenanted dwellings and associated land; 2.2.6 warranties by the Council in respect of the undertaking and property being transferred; 2.2.7 provisions for both parties to comply with the provisions of the Data Protection Act 1998; and 2.2.8 all other necessary provisions to transfer the housing function to CDHG as a going concern. 2.3 The clauses in the agreement are as follows: 2.3.1 Clause 1: contains the definitions used throughout the agreement. 2.3.2 Clause 2: sets out the Council agreeing to sell and CDHG agreeing to purchase the property and assets comprised in the stock transfer. 2.3.3 Clause 3: sets out what the property is sold subject to, and has the benefit of. This includes incumbrances, tenancies, rights, leases, wayleaves, and the development agreement. 2.3.4 Clause 4: sets out where the completion will take place and when, the payment provisions and adjustment to the price for works under the development agreement. 2.3.5 Clause 5: sets out the covenants for title whereby the Council sells with full title guarantee subject to the matters in clause 3. 2.3.6 Clause 6: refers to the Law Society’s standard conditions of sale used on every day property transactions, changed to reflect the circumstances of this transfer. 2.3.7 Clause 7: sets out what happens with rent arrears. On completion, the Council will transfer over to CDHG the rent and service charge arrears due from existing and former tenants and leaseholders which will allow CDHG to continue to take action against the relevant tenants if required. CDHG will pay ...
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THE TRANSFER AGREEMENT. Set out below is a summary of the principal terms of the Transfer Agreement: Date: 20 June 2023 (Note)
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THE TRANSFER AGREEMENT. The board (the ‘‘Board’’) of directors (the ‘‘Directors’’) of the Company is pleased to announce that on 14 September 2021 (after trading hours), Nanjing Shensen Business Management Company Limited* (南京申森商業管理有限公司) (the ‘‘Purchaser’’), an indirect wholly-owned subsidiary of the Company, entered into a transfer agreement with Xx. Xxx Xxxxxxx (侯君明先生) (the ‘‘Vendor’’), pursuant to which the Purchaser has conditionally agreed to acquire from the Vendor 51% share capital in Inner Mongolia United Mining Company Limited* (內蒙古衆合礦業有限公司) (the ‘‘Target Company’’) (the ‘‘Acquisition’’). The consideration of the Acquisition was determined on normal commercial terms after arm’s length negotiations between the parties to the Transfer Agreement. The Consideration will be satisfied in cash and financed by the Group’s internal resources. The Directors consider that the terms of the Transfer Agreement are fair and reasonable and are in the interests of the Company and the Shareholders as a whole. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, the Vendor and his ultimate beneficial owners are third parties independent of the Company and its connected persons. Upon completion of the Acquisition, the Target Company will become an indirect subsidiary of the Company. INFORMATION ON THE TARGET COMPANY The Target Company is in the process of securing the fluorspar mining concession and processing plant, etc. The procedures for securing the mining concession under negotiation are complete without disputes, the application for safe production permit is being processed, and preliminary acceptance check has been completed. The safe production permit is expected to be obtained by 30 March 2022. Currently, the mine is under construction, and by-products produced during the construction period may be processed and sold in accordance with regulations. Introduction on the Mineral Species: Fluorspar, chemically known as calcium fluoride, is an essential resource for fluorochemical industry, and is listed as a strategic mineral by the People’s Republic of China (the ‘‘PRC’’). Fluorspar is the main source of fluorine required by modern fluorochemical industry and can be extracted to produce fluorine and its various compounds. The brilliantly colored and crystalline specimens of fluorspar are used for collection, decoration and carving crafts. It is therefore an important mineral raw material widely used in modern industries and is quite irr...
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THE TRANSFER AGREEMENT. This includes: a) The provisions giving effect to the transfer of the Council’s housing stock and Housing service including the covenants made with YCH to comply with the promises made to tenants before stock transfer. This includes the transfer of properties, the housing staff, lists of assets transferred to YCH, leases, licences, for premises and assignment of contracts relating to the stock. b) Warranties and indemnities form the Council to YCH to enable it to obtain the funding it needed to deliver on the consultation promises. These warranties and indemnities will continue to benefit the new organisation. c) Supplemental Agreements between the two parties governing the relationship post transfer. These are  The Nomination Rights Deed that gives the Council nomination rights to 75% of YCH lettings (of the stock transferred in 2003) via its allocation scheme. The new organisation is bound by this commitment and a light touch refresh of this agreement is now required.  The Housing Agency Agreement relating to the management of the waiting list. The new organisation is bound by the terms of this agreement however it is time limited. YCH have agreed that this commitment is extended for a minimum of 5 years.  The Garage Sites Maintenance Agreement. This agreement is for YCH to manage various garage sites owned by the Council in exchange for rental income. The new organisation is bound by this agreement however it is time limited. It is recommended that a light touch refresh of this agreement is now required.
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THE TRANSFER AGREEMENT. On 12 October 2018 (after morning trading hours), VAST and IPSTARCO entered into the Transfer Agreement, pursuant to which VAST has agreed to sell, and IPSTARCO has agreed to acquire the Upgraded Hub System at the Consideration of US$5 million (subject to adjustment). As one or more of the applicable ratios set out in Rule 14.07 of the Listing Rules in respect of the Transfer are more than 5% and all of such ratios are below 25%, the Transfer constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules and is therefore subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules. Reference is made to (i) the announcements of the Company dated 15 April 2013 and 13 September 2013 and the circular of the Company dated 26 September 2013 (the “Circular”) in relation to the Acquisition and the entering into of the Definitive Agreement, the Revenue Sharing Agreement and the Assignment Agreement by VAST; and (ii) the announcement of the Company dated 22 December 2017 in relation to the receipt of a notice of termination from IPSTARCO by VAST (the “Announcement”).
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Related to THE TRANSFER AGREEMENT

  • Transfer Agreement Exhibit B, Transfer Agreement, between the Bureau, CONTRACTOR, and the Florida Department of Corrections (the FDC) which establishes guidelines for transfer of inmates between the Graceville Correctional Facility and facilities operated by the FDC.

  • The Purchase Agreement This Agreement has been duly authorized, executed and delivered by the Company and the Guarantors.

  • Amendment to Purchase Agreement Section 1.3 of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

  • Agreement to Purchase and Sell On the terms and subject to the conditions set forth in this Agreement, each Originator, severally and for itself, agrees to sell to the Buyer, and the Buyer agrees to purchase from such Originator from time to time on or after the Closing Date, but before the Purchase and Sale Termination Date (as defined in Section 1.4), all of such Originator’s right, title and interest (but not obligations) in and to: (a) each Receivable of such Originator that existed and was owing to such Originator at the closing of such Originator’s business on the date (the “Cut-Off Date”) that is (i) with respect to each Originator party hereto on the Closing Date, 1 Business Day prior to the Closing Date, and (ii) with respect to any Originator that first becomes a party hereto after the Closing Date, 1 Business Day prior to the date on which such Originator becomes a party hereto or such other date as the Buyer and such Originator agree to in writing; (b) each Receivable generated by such Originator from and including the Cut-Off Date to but excluding the Purchase and Sale Termination Date; (c) all rights to, but not the obligations of, such Originator under all Related Security with respect to any of the foregoing Receivables; (d) all monies due or to become due to such Originator with respect to any of the foregoing; (e) all books and records of such Originator to the extent related to any of the foregoing; and (f) all Collections and other proceeds (as defined in the UCC) of any of the foregoing that are or were received by such Originator on or after the Cut-Off Date, including, without limitation, all funds which either are received by such Originator, the Buyer or the Servicer from or on behalf of the Account Debtors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables or Related Security or are applied to such amounts owed by the Account Debtors (including, without limitation, any insurance payments that such Originator, the Buyer or the Servicer applies in the ordinary course of its business to amounts owed in respect of any of the above Receivables or Related Security, and net proceeds of sale or other disposition of repossessed goods or other collateral or property of the Account Debtors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such Receivables). (g) all rights, remedies, powers, privileges, title and interest (but not obligations) with respect to the Receivables sold hereunder; and (h) all rights, remedies, powers, privileges, title and interest (but not obligations) in and to all Interim Deposit Accounts, Designated Deposit Accounts, Controlled Accounts and Agent Deposit Accounts into which any Collections or other proceeds with respect to such Receivables may be deposited (which Interim Deposit Accounts existing on the Closing Date shall be transferred to the Buyer under a separate agreement prior to the Initial Borrowing Date), and any related investment property acquired with any such Collections or other proceeds (as such term is defined in the applicable UCC). All purchases hereunder shall be made without recourse, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of the Originators set forth in this Agreement and each other Loan Document. No obligation or liability to any Account Debtor or any other Person on any Receivable is intended to be assumed by the Buyer hereunder, and any such assumption is expressly disclaimed. The Buyer’s foregoing agreement to purchase Receivables and the proceeds and rights described in clauses (c) through (h) (collectively; the “Related Rights”), is herein called the “Purchase Facility.”

  • Stock Purchase Agreement (a) Purchaser understands and agrees that the conversion of the Note into equity securities of the Company may require such Purchaser’s execution of certain agreements (in form reasonably agreeable to a majority in interest of the Purchasers) relating to the purchase and sale of such securities as well as registration, information and voting rights, if any, relating to such equity securities. (b) Purchaser agrees to be bound by the agreements described in Section 2(a).

  • Asset Purchase Agreement (a) Within fifteen (15) business days following PCC's receipt of the Put Notice or FBC's receipt of the Call Notice, as the case may be, FBC and PCC shall enter into the Asset Purchase Agreement in the form of Exhibit A hereto (the "Asset Purchase Agreement"), it being understood that the only change to such form shall be changes, if any, in the information contained in the Schedules thereto and the addition, if any, of Schedules thereto that are reasonably required to reflect events occurring after the date hereof; provided, however, that PCC shall not be required to accept any such change or addition that could reasonably be expected to cause a material adverse change in, or have a material adverse effect on, (i) the Assets to be conveyed to PCC pursuant to the Asset Purchase Agreement, (ii) the conduct of the business or operations of the Station or (iii) the ability of FBC to consummate the transactions contemplated by the Asset Purchase Agreement in accordance with its terms; provided further, however, that PCC shall be required to accept any change or addition of the type described in the preceding proviso if such change or addition results from any action taken (or, if required, not taken) by PCC under the Time Brokerage Agreement. Upon the execution and delivery of the Asset Purchase Agreement, FBC and PCC shall perform their respective obligations thereunder, including, without limitation, filing and prosecuting an appropriate application for FCC consent to the assignment of the FCC Licenses from FBC to PCC (the "FCC Consent"). Except as expressly set forth in the Time Brokerage Agreement or the Asset Purchase Agreement, PCC shall not assume any obligations or liabilities of FBC under any contract, agreement, license, permit or other instrument or arrangement. (b) Notwithstanding Section 3(a) of this Option Agreement, in the event that, at the time of the exercise of the Put Option or the Call Option, as the case may be, the only assets held by FBC are (i) the assets to be conveyed to PCC pursuant to the Asset Purchase Agreement and (ii) the certain similar assets to be sold to Buyer pursuant to a certain Option Agreement bearing even date herewith with respect to Seller's New Orleans Station (as identified in such Option Agreement, the "New Orleans Option"), FBC may, at its election, notify PCC in writing that the transactions contemplated by the Asset Purchase Agreement and the New Orleans Option shall each be reconstituted as a sale to PCC of all of the capital stock of FBC (the "Stock Purchase Election"); provided, however, that FBC shall have no right to exercise the Stock Purchase Election if (i) PCC is unable to treat such purchase of stock as a purchase of assets pursuant to Internal Revenue Code ss. 338(h)(10), or its successor, as the same may be amended from time to time, and (ii) PCC and FBC are unable to agree upon the terms and conditions of, and execute and deliver, a Stock Purchase Agreement within thirty (30) days following PCC's receipt from FBC of written notice of its election to exercise the Stock Purchase Election. If FBC exercises the Stock Purchase Election in accordance with the terms of this Section 3(b), FBC and PCC shall negotiate in good faith the terms of the Stock Purchase Agreement, it being understood that such Stock Purchase Agreement shall be substantially equivalent to the Asset Purchase Agreement except for such modifications and additions thereto that are required to conform the Asset Purchase Agreement to the form of agreement customarily used in connection with a sale of capital stock rather than assets, and it being further understood that neither FBC nor PCC shall be required to accept any term or provision in the Stock Purchase Agreement that would, or could reasonably be expected to, result in any increase or decrease in the consideration payable by PCC under the Asset Purchase Agreement or in the liabilities to be assumed by PCC under the Asset Purchase Agreement.

  • Transfer and Servicing Agreement The Third Amended and Restated Transfer and Servicing Agreement, dated as of December 19, 2007, among the Bank, as Transferor, Servicer and Administrator, Chase Issuance Trust, as Issuing Entity, and Xxxxx Fargo Bank, National Association, as Indenture Trustee and Collateral Agent, as amended.

  • Note Purchase Agreement The conditions precedent to the obligations of the Applicable Pass Through Trustees and the other requirements relating to the Aircraft and the Equipment Notes set forth in the Note Purchase Agreement shall have been satisfied.

  • Receivables Purchase Agreement The Receivables Purchase Agreement is supplemented by the addition of the following terms as Section 2.3(d):

  • Purchase and Sale Agreement The Participating Investors and the selling Key Holder agree that the terms and conditions of any Proposed Key Holder Transfer in accordance with this Section 2.2 will be memorialized in, and governed by, a written purchase and sale agreement with the Prospective Transferee (the “Purchase and Sale Agreement”) with customary terms and provisions for such a transaction, and the Participating Investors and the selling Key Holder further covenant and agree to enter into such Purchase and Sale Agreement as a condition precedent to any sale or other transfer in accordance with this Section 2.2.

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