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Title Transfers Sample Clauses

Title Transfers. (a) Title Transfers may be initiated by the Warehouser: (i) Providing written instructions to Bunge that it wishes to undertake a Title Transfer to a buyer or Client. Bunge is thereupon authorised to sign the transfer for and on behalf of the Warehouser and for this purpose the Warehouser irrevocably appoints Bunge as its agent and attorney. Bunge will then seek the buyer’s or Client’s acceptance of the transfer and confirm completion to the Warehouser; or (ii) Undertaking a Title Transfer via the Website, in which case Bunge shall be entitled to assume that the instructions to transfer have been issued by or on behalf of the Warehouser if the Warehouser has used its user i.d. to execute the tr nsaction. (b) Bunge shall not be obliged to recognise any Title Transfer unless and until: (i) the buyer of the Outturn Entitlement agrees to be bound by these terms and conditions (as amended from time to time); or (ii) if the buyer is a Client (i.e. marketer or trader of Grain), it agrees to be bound by the terms and conditions contained in Bunge’s Storage & Handling Agreement for the season.
Title Transfers. A Title Transfer may be initiated by the Warehouser by: • providing written instructions to EMERALD that it wishes to undertake a Title Transfer to a Buyer or Client. EMERALD is thereupon authorised to sign the transfer for and on behalf of the Warehouser and for this purpose the Warehouser irrevocably appoints EMERALD as its agent and attorney. EMERALD will then seek the Buyer’s or Client’s acceptance of the transfer and confirm completion to the Warehouser; or • undertaking a Title Transfer via EMERALD’s website, in which case EMERALD shall be entitled to assume that the instructions to transfer have been issued by or on behalf of the Warehouser if the Warehouser has used their userid to execute the transaction. EMERALD shall not be obliged to recognise any Title Transfer unless and until: • the Buyer of the Outturn Entitlement agrees to be bound by these terms and conditions (as amended from time to time); or • if the buyer is a Client (i.e. marketer or trader of commodities), it agrees to be bound by the terms and conditions contained in EMERALD’s Storage & Handling Agreement for the season.
Title Transfers. (a) Each SpinCo Property that is owned in fee simple by any member of the Ventas Group which is the insured (each, a “General Warranty Real Property”) under a real property title insurance policy (a “Pre-Existing Title Policy”) with respect to such SpinCo Property shall be or has been as part of the Plan of Reorganization conveyed by means of a warranty deed (which, in addition to the typical deed warranties, would also include an additional warranty to the effect of the following: “Grantor warrants to Grantee that there are no matters affecting the property that would cause a loss to, or result in a claim against, Grantee as to which matters Grantor has received insurance against such loss or claims by endorsement to its owner’s title insurance policy or which Grantor otherwise has received insurance against loss or claims under the terms of its owner’s title insurance policy”) to a member of the SpinCo Group subject to: (1) taxes not yet due and payable, (2) all matters shown on Schedule B of the Pre-Existing Title Policy, (3) all encumbrances and defects of title arising after the date of the Pre-Existing Title Policy that (x) were not created, caused or permitted by the named grantor or (y) do not have a material adverse effect on the operation of such General Warranty Real Property for its current use on the date the deed is executed and delivered (including, without limitation, the facility lease, if any), and (4) those matters set forth on the schedules to the assignments of leases and the assignments of instruments related to the applicable General Warranty Real Property. (b) Each document transferring the General Warranty Real Property to a member of the SpinCo Group (each such document, a “General Warranty Transfer Document”) shall state on the face thereof the following: “The warranties and covenants contained herein shall be solely for the benefit of and enforceable by Grantee hereunder and for no other party including heirs, successors and assigns of Grantee and under no circumstances shall such warranties and covenants be deemed to run with the real property conveyed by this instrument. Any claim against Grantor by Grantee shall be limited to the extent of any amounts recovered by Grantor under its title insurance policy on account of such claim.” (i) Without limiting the foregoing provisions of this Section 2.16(b), if any claim is made by any transferee (a “Grantee”) against a transferor (“Grantor”) as the result of any alleged breach of an...
Title Transfers. (a) The Client may elect, by prior written (or electronic) notice to Viterra, to effect an In Store Transfer of all or part of its Outturn Entitlement. (b) The Client agrees that the tonnage will only be calculated to two decimal places (rounded up/down) when an In StoreTransfer is effected. (c) Subject to this clause 7.11, the transferee under an In Store Transfer will be entitled to an Outturn without any further reduction for Shrinkage. (d) The transferor under an In Store Transfer will remain responsible for payment of all fees and charges in respect of Services provided up until the effective date of transfer. (e) Viterra may require In Store Transfers to take place at an individual weighnote level, in order to allow calculations of the value of the Grain to be ascertained between the transferor and transferee. (f) Viterra may refuse to process an In Store Transfer if the In-Store Transfer results in the transferor's Outturn Entitlement going into a negative position at any particular Viterra Facility. (g) For the purposes of accepting or rejecting an In Store Transfer, Viterra is entitled to rely on orders or instructions: (i) issued by email from the Client's domain address and purporting to have been sent by an authorised representative of the Client (or such authorised representatives as the Client may from time to time advise Viterra in writing); or (ii) executed via the Ezigrain web site as accessed through entry of the Client's security setting. (h) If Viterra has acted in accordance with this clause 7.11, the Client releases and holds Viterra harmless against any claim that a communication was not issued by the Client either at all or without authority and indemnifies Viterra against any Losses arising from such claims.
Title TransfersUnless otherwise agreed, and notwithstanding the deci- sion in United States x. Xxxxxx, 102 U.S. 378 (1880), or any other law or ruling to the contrary, title to both the non-Fed- eral and Federal lands simultaneously shall pass and be deemed accepted by the United States and the non-Federal landowner, respectively, when the doc- uments of conveyance are recorded in the county clerk’s or other local re- xxxxxx’x office. Before recordation, all instructions, requirements, and condi- tions set forth by the United States and the non-Federal landowner shall be met. The requirements and conditions necessary for recordation at a min- imum will include the following, as ap- propriate: (1) The determination by the author- ized officer that the United States will receive possession, acceptable to it, of such lands; and (2) The issuance of title evidence as of the date and time of recordation, which conforms to the instructions and requirements of the Office of the So- licitor’s preliminary title opinion.
Title TransfersUnless otherwise agreed, and notwithstanding the decision in United States x. Xxxxxx, 102 U.S. 378 (1880), or any other law or ruling to the contrary, title to both the non-Federal and Federal lands pass simultaneously and are deemed accepted by the United States and the non-Federal landowner, respectively, when the documents of conveyance are recorded in the county clerk's or other local recorder's office. Before recordation, all instructions, requirements, and conditions set forth by the United States and the non-Federal landowner must be met. The minimum requirements and conditions necessary for recordation include the following, as appropriate: (1) The determination by the authorized officer that the United States will receive possession, acceptable to it, of such lands; (2) The issuance of title evidence as of the date of recordation which conforms to the instructions and requirements of the USDA Office of the General Counsel's preliminary title opinion; and
Title Transfers. [Complete Agreement] Union’s evidence described the operation and the manner in which title transfers are facilitated and charged for today and distinguished between in-franchise bundled title transfers and unbundled title transfers. Ex-franchise title transfers of gas arriving to Union’s system are facilitated through a title transfer volumetric fee of $0.003/GJ with a monthly cap of $1,800 per contract. The monthly cap is reduced to $850 in circumstances where the level of transactional business contracted by the customer with Union exceeds $5,000 per month per contract. In the circumstance where a bundled direct purchase customer has not proactively balanced the direct purchase contract within +/- 4% annually at contract renewal, a storage service not contemplated under the bundled service is effectively provided. In this situation, Union facilitates a bundled title transfer through a storage commodity withdrawal charge and the title transfer fee of $0.003/GJ. Parties expressed the following concerns with respect to the title transfer service: (a) amount of monthly title transfer cap (b) the justification for storage injection and withdrawal charges related to “in-storage” title transfers between unbundled customers In response to the concerns expressed by certain parties, Union agreed to amend the existing title transfer service (for title transfers occurring between unbundled customers) as follows: (a) the monthly title transfer cap will be set at the lowest existing monthly cap of $850/month per contract (b) Union will facilitate title transfers between unbundled customers in a manner which continues to respect the contractual storage injection and withdrawal parameters and to only charge the $0.003/GJ title transfer administration fee for in-storage title transfers (ie. no storage injection/withdrawal charge) The following parties agree with the settlement of this issue as outlined above:

Related to Title Transfers

  • Title Transfer For the above consideration, Seller (s) agrees to give a good and merchantable title by Xxxx, free and clear of all encumbrances except: NONE. Title to be conveyed subject to all prior restrictions, easements, conditions, encumbrances, condemnation, right of ways, joint permanent easements, covenants or restrictions of record, zoning ordinances or laws of any government authority, status of mineral rights, status of oil and gas rights, or any type leases or assignments, taxes of any type, properties in FEMA flood zone, and other matters recorded or unrecorded, known or unknown. Mobile Homes Are Sold WITHOUT TITLE. Buyer shall pay, but not limited to: HOA requirements, Buyers Occurred expense, ALL Transfer Fees and or Membership Fees, if applicable.

  • Permitted Transfers The provisions of Section 8.1 shall not apply to (a) a transfer or an assignment of this Lease in connection with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this Lease.

  • Exempt Transfers 12.1 Subject to the requirements of applicable Laws, the restrictions under Section 8 and the right of first refusal and right of co-sale under Section 9 and Section 10 shall not apply to (a) any sale of Equity Securities of the Company to the public pursuant to a Qualified IPO; and (b) Transfer of any Equity Securities of the Company now or hereinafter held by the Principal or the Ordinary Shareholder to the Principal’s another wholly owned entity or to a trustee, executor, or other fiduciary for the benefit of the Principal or the Principal’s any wholly owned entity or his spouse and lineal descendants (whether natural or adopted), brother, sister, parent for bona fide estate planning purposes (each such transferee pursuant to subsection (b) above, a “Permitted Transferee”, and collectively, the “Permitted Transferees”); provided, that (i) such Transfer is effected in compliance with all applicable Laws, including without limitation, the SAFE Regulations, (ii) the Principal shall remain liable for any breach by such Permitted Transferee of any provision hereunder; (iii) if any Permitted Transferee which received Equity Securities of the Company pursuant to this Section 12.1(b) ceases to be a Permitted Transferee for any reason, it shall immediately Transfer back to the applicable transferor from which it received the Equity Securities of the Company transferred to it pursuant to this Section 12.1(b) and (iv) adequate documentation therefor is provided to the Company and each such Permitted Transferee shall execute a joinder agreement in substantially the form attached hereto as Exhibit A assuming the obligations of such Ordinary Transferor under this Agreement and be bound by the terms of the Amended M&AA as the “Ordinary Shareholder” (if not already a Party hereto) upon and after such Transfer, with respect to the transferred Equity Securities; and (c) any Transfer of the Equity Securities of the Company by an Investor to any of its Affiliate; provided that (x) the transferees of such Transfer shall not be a Competitor or an Affiliate of any Competitor (provided that (A) GS shall be permitted to Transfer all or any of the Equity Securities of the Company held by it to any of the GS Controlled Affiliates, (B) Carlyle shall be permitted to Transfer all or any of the Equity Securities of the Company held by it to any of the Carlyle Controlled Affiliates and (C) Cathay shall be permitted to Transfer all or any of the Equity Securities of the Company held by it to any of the Cathay Controlled Affiliates); (y) if any transferee of such Transfer which received Equity Securities of the Company pursuant to this Section 12.1(c) ceases to be an Affiliate of such Investor for any reason or becomes a Competitor or an Affiliate of any Competitor (or in the case where the transferee is a GS Controlled Affiliate or a Carlyle Controlled Affiliate or a Cathay Controlled Affiliate, if it ceases to be a GS Controlled Affiliate or a Carlyle Controlled Affiliate or a Cathay Controlled Affiliate, as applicable, for any reason), it shall immediately Transfer back to the applicable transferor from which it received the Equity Securities of the Company transferred to it pursuant to this Section 12.1(c) and (z) the transferees of such Transfer shall execute and deliver a joinder agreement in substantially the form attached hereto as Exhibit A to join in and be bound by the terms of this Agreement and be bound by the terms of the Amended M&AA as the “Investor” (if not already a Party hereto) upon and after such Transfer. 12.2 All transfer restrictions provided in this Agreement with respect to a Transfer of Equity Securities of the Company by the Investors (including Section 8.2) shall cease to apply in the event that the Company fails to pay the applicable redemption price pursuant to Article 8.4 of the Amended M&AA and which is not cured after 30 days’ written notice of such breach delivered by an Investor to the Company. 12.3 Sections 8 through 11 shall not apply to any Transfer of any Equity Securities pursuant to any enforcement of security under any Facility Document or to any creation of security under any Facility Document; provided, however, that any transferee of such Equity Securities shall execute and deliver a joinder agreement in substantially the form attached hereto as Exhibit A to join in and be bound by the terms of this Agreement and be bound by the terms of the Amended M&AA as the “Ordinary Shareholder” (if not already a Party hereto) upon and after such Transfer. Notwithstanding anything to the contrary herein, this Section 12.3 may be further amended in respect of Sections 8 through 11 in connection with the negotiation of any Facility Document with the written consent of Majority Series A-1 Preferred Holders and the Company and the Parties shall procure any required alteration to the Amended M&AA to give effect to any such amendment.

  • Balance Transfers We may allow you to transfer balances from other credit card accounts with third parties (but not us or our affiliates) to your Credit Card Account. We may limit the number and types of credit card accounts from which we will allow you to transfer balances and the times, amounts, manner and circumstances in which balance transfers may be requested. See the Interest Rates and Fee Schedule on the card mailer for Balance Transfer fee details.

  • Void Transfers To the greatest extent permitted by the Act and other Law, any Transfer by any Member of any Membership Interests or other interest in the Company in contravention of this Agreement shall be void and ineffective and shall not bind or be recognized by the Company or any other Person. In the event of any Transfer in contravention of this Agreement, to the greatest extent permitted by the Act and other Law, the purported Transferee shall have no right to any profits, losses or Distributions of the Company or any other rights of a Member.

  • Returned Transfers In using the Account to Account Transfer Service, you understand transfers may be returned for various reasons such as, but not limited to, the External Account number is not valid. We will use reasonable efforts to research and correct the transfer to the intended Account or void the transfer and credit your Account from which you attempted to transfer funds. You may receive notification from us.

  • Permitted Transfers Within Escrow 5.1 Transfer to Directors and Senior Officers (1) You may transfer escrow securities within escrow to existing or, upon their appointment, incoming directors or senior officers of the Issuer or any of its material operating subsidiaries, if the Issuer’s board of directors has approved the transfer. (2) Prior to the transfer the Escrow Agent must receive: (a) a certified copy of the resolution of the board of directors of the Issuer approving the transfer; (b) a certificate signed by a director or officer of the Issuer authorized to sign, stating that the transfer is to a director or senior officer of the Issuer or a material operating subsidiary and that any required approval from the Canadian exchange the Issuer is listed on has been received; (c) an acknowledgment in the form of Schedule “B” signed by the transferee; (d) copies of the letters sent to the securities regulators described in subsection (3) accompanying the acknowledgement; and (e) a transfer power of attorney, completed and executed by the transferor in accordance with the requirements of the Issuer’s transfer agent. (3) At least 10 days prior to the transfer, the Issuer will file a copy of the acknowledgement with the securities regulators in the jurisdictions in which it is a reporting issuer.

  • Asset Transfers The Company shall not (i) transfer, sell, convey or otherwise dispose of any of its material assets to any subsidiary except for a cash or cash equivalent consideration and for a proper business purpose or (ii) transfer, sell, convey or otherwise dispose of any of its material assets to any Affiliate, as defined below, during the Term of this Agreement. For purposes hereof, "Affiliate" shall mean any officer of the Company, director of the Company or owner of twenty percent (20%) or more of the Common Stock or other securities of the Company.

  • Share Transfers From and after the date hereof until the Expiration Date, Stockholder shall not, directly or indirectly, (a) sell, assign, transfer, tender, or otherwise dispose of (including, without limitation, by the creation of any Liens) any Shares or any New Shares acquired, (b) deposit any Shares or New Shares into a voting trust or enter into a voting agreement or similar arrangement with respect to such Shares or New Shares or grant any proxy or power of attorney with respect thereto (other than this Agreement), (c) enter into any Contract, option, commitment or other arrangement or understanding with respect to the direct or indirect sale, transfer, assignment or other disposition of (including, without limitation, by the creation of any Liens) any Shares or New Shares, or (d) take any action that would make any representation or warranty of Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling Stockholder from performing Stockholder’s obligations under this Agreement. Notwithstanding the foregoing, Stockholder may make (1) transfers by will or by operation of Law or other transfers for estate-planning purposes, in which case this Agreement shall bind the transferee, (2) with respect to any options or warrants to acquire Shares held by Stockholder which expire on or prior to the Expiration Date, transfers, sale, or other disposition of Shares to Parent as payment for the (i) exercise price of Stockholder’s options or warrants and (ii) taxes applicable to the exercise of Stockholder’s options or warrants, (3) transfers to another holder of the capital stock of Parent that has signed a voting agreement in substantially the form hereof, and (4) transfers, sales or other dispositions as the Company may otherwise agree in writing in its sole discretion. If any voluntary or involuntary transfer of any Shares covered hereby shall occur, the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect, notwithstanding that such transferee is not a Stockholder and has not executed a counterpart hereof or joinder hereto.

  • Permitted License Transfers As Licensee’s business operations may be altered, expanded or diminished, licenses granted hereunder may be transferred or combined for use at an alternative or consolidated site not originally specified in the license, including transfers between Agencies (“permitted license transfers”). Licensee(s) do not have to obtain the approval of Contractor for permitted license transfers, but must give thirty (30) days prior written notice to Contractor of such move(s) and certify in writing that the Product is not in use at the prior site. There shall be no additional license or other transfer fees due Contractor, provided that: i) the maximum capacity of the consolidated machine is equal to the combined individual license capacity of all licenses running at the consolidated or transferred site (e.g., named users, seats, or MIPS); or ii) if the maximum capacity of the consolidated machine is greater than the individual license capacity being transferred, a logical or physical partition or other means of restricting access will be maintained within the computer system so as to restrict use and access to the Product to that unit of licensed capacity solely dedicated to beneficial use for Licensee. In the event that the maximum capacity of the consolidated machine is greater than the combined individual license capacity of all licenses running at the consolidated or transferred site, and a logical or physical partition or other means of restricting use is not available, the fees due Contractor shall not exceed the fees otherwise payable for a single license for the upgrade capacity.