Transfer and Acceptance Sample Clauses

Transfer and Acceptance. Upon its receipt of a Transfer and Acceptance executed by a transferring Note Purchaser and a transferee and the Note or Notes, or the portion of thereof, being surrendered for transfer, together with the fee referred to in Section 14.7(a), the Administrative Agent shall, if such Transfer and Acceptance has been completed (i) accept such Transfer and Acceptance, (ii) record the information contained therein in the Register, (iii) give prompt notice thereof to the Issuer and request that the Issuer, at its own expense (except as provided below), execute and deliver one or more new Notes (as requested by the Note Purchaser thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Notes, or portions thereof. Each such new Note shall be payable to the Person as such Note Purchaser may request and shall be substantially in the form of Exhibit H. Each such new Note shall be dated and bear interest from the date to which such interest shall have been paid on the surrendered Note, or portion thereof, or dated the date of the surrendered Note, or portion thereof, if no interest shall have been paid thereon. The Issuer may require payment by the transferee of any such Note, or portion thereof, of a sum sufficient to cover any stamp tax, transfer tax or governmental charge imposed in respect of any such transfer of Notes, or portions thereof.
AutoNDA by SimpleDocs
Transfer and Acceptance. Subject to the terms and conditions of this Agreement, upon the Closing of this Agreement (as hereinafter defined) the Member shall assign, transfer and contribute to the Company, and the Company shall assume and acquire, all of the right, title and interest in and to the Exchange Interests.
Transfer and Acceptance. CARE, CUSTODYAND CON'TROL. Upon completion of each installation, Contractors shall so advise Participant. Unless Participant shall advise Contractor within thirty days (30) thereafter why installation is not complete, completion shall be deemed to have occurred and the care, custody and control of each System shall pass to Participant. In any event, the care, custody, and control of each System shall pass to Participant no later than the time when Participant takes physical possession thereof. ELECTRICITY and RENEWABLE ENERGY CREDITS PRODUCED. Unless otherwise agreed, Participant shall be the owner of all electricity generated by the System and the related renewable energy credits and other intangible environmental attributes associated with such electricity.
Transfer and Acceptance. 8.1. The fact of transfer and acceptance of Services shall be confirmed by making payment under invoice sent by the Contractor to the Customer.
Transfer and Acceptance. 18 11.1 Care, Custody and Control....................... 18 11.2 Acceptance of the Work.......................... 19 11.3 Limitation...................................... 19 ARTICLE 12
Transfer and Acceptance. Subject to the terms and conditions set forth in this Agreement, including the satisfaction or waiver of the Conditions Precedent and in exchange for Buyer’s obligation to pay the Upfront Cash Consideration and to comply with the further obligations set out in Article 4, at Closing the Seller shall assign, convey and transfer to Buyer and Buyer shall accept, a forty five percent (45%) Participating Interest, free from Encumbrances, and any other asset, right and obligation under all contracts, licenses, agreements, commitments and other legal obligations to which such Participating Interest is bound, but excluding any obligations or liabilities Seller has towards any third party, including but not limited to OK Energy and/or the Government, other than those arising under the Exploration Right, JOA and the Applicable Laws and Regulations (the “Assigned Interest”).
Transfer and Acceptance. Assignor hereby irrevocably and absolutely transfers and assigns to each Assignee, and each Assignee hereby accepts and assumes from Assignor, all of Assignor’s rights, interests and obligations in and relating to the Assigned Rights and Obligations and all rights, responsibilities and obligations arising therefrom, in each case with effect from the Effective Date; provided that the rights and obligations to purchase shares of Convertible Preferred Stock shall be in proportion to the percentage set forth opposite such Assignee’s name on Exhibit A hereto.
AutoNDA by SimpleDocs
Transfer and Acceptance. Assignor hereby irrevocably and absolutely transfers and assigns to the Assignee, and the Assignee hereby accepts and assumes from Assignor, a portion of Assignor’s rights, interests and obligations in and relating to the Assigned Rights and Obligations and all rights, responsibilities and obligations arising therefrom, in each case with effect from the Effective Date (the “Assignment”). For avoidance of doubt, the Assignee shall only have the rights and obligations to purchase 1,000 shares of the Series A Preferred Stock to be purchased by the Purchaser under to the Investment Agreement.
Transfer and Acceptance 

Related to Transfer and Acceptance

  • Offer and Acceptance 25.9.1 To enable candidates to obtain advice or assistance on terms and conditions of employment,

  • Assignment and Acceptance The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500, and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

  • Transfer and Assumption (a) Subject to obtaining Lender's prior written consent, which may be withheld in Lender's reasonable and absolute discretion, and subject to the terms and satisfaction of all of the conditions precedent set forth in this Section 5.26.3, Borrowers shall have a one-time right to Transfer the Property to one or more parties (the "TRANSFEREE BORROWER") and have the Transferee Borrower assume all of Borrowers' obligations under the Loan Documents, and have replacement guarantors and indemnitors assume all of the obligations of the indemnitors and guarantors of the Loan Documents (collectively, a "TRANSFER AND ASSUMPTION"). Borrowers may make a written application to Lender for Lender's consent to the Transfer and Assumption, subject to the conditions set forth in paragraphs (b) and (c) of this Section 5.26.3. Together with such written application, Borrowers will pay to Lender the reasonable review fee then required by Lender. Borrowers also shall pay on demand all of the reasonable costs and expenses incurred by Lender, including reasonable attorneys' fees and expenses, and including the fees and expenses of Rating Agencies and other outside entities, in connection with considering any proposed Transfer and Assumption, whether or not the same is permitted or occurs.

  • Delivery and Acceptance All Software provided hereunder will be delivered electronically. We provide trial licenses of the Software for testing and pre-acceptance before purchase and therefore, delivery is deemed complete and accepted when such Software is made available to you. You are responsible for downloading, installing, registering, or otherwise using the Software.

  • Appointment and Acceptance The Trust hereby appoints the Distributor as a distributor of shares of beneficial interest in the Trust (the “shares”) which may from time to time be registered under the 1933 Act and as servicing agent of shareholders and shareholder accounts of the Trust, and the Distributor hereby accepts such appointment in accordance with the terms and conditions set forth herein. As the Trust’s agent, the Distributor shall, except to the extent provided in Section 4 hereof, be the exclusive distributor for the unsold portion of the shares.

  • Inspection and Acceptance (a) LOCKHEED XXXXXX and its customer may inspect all Work at reasonable times and places, including, when practicable, during manufacture and before shipment. SELLER shall provide all information, facilities, and assistance necessary for safe and convenient inspection without additional charge.

  • FORM OF ASSIGNMENT AND ACCEPTANCE This Assignment and Acceptance (the “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into between the Assignor named below (the “Assignor”) and the Assignee named below (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by the Assignor.

  • Assignment and Assumption Agreement The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption Agreement, together with a processing and recordation fee of $3,500, and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an administrative questionnaire provided by the Administrative Agent.

  • Assignment and Assumption The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Time is Money Join Law Insider Premium to draft better contracts faster.