Transfer and Delivery. RRD shall use commercially reasonable efforts to transfer and deliver to LSC all Data that, according to the DSP, should be transferred and delivered to LSC. Such transfer and delivery shall be made in an appropriate physical or electronic format as set forth in the DSP, and within the time schedules contemplated by the DSP. Each Party shall reasonably cooperate in good faith with the other Party to accomplish the transfer and delivery of Data contemplated in the DSP.
Transfer and Delivery. RRD shall use commercially reasonable efforts to transfer and deliver to DFS all Data that, according to the DSP, should be transferred and delivered to DFS. Such transfer and delivery shall be made in an appropriate physical or electronic format as set forth in the DSP, and within the time schedules contemplated by the DSP. Each Party shall reasonably cooperate in good faith with the other Party to accomplish the transfer and delivery of Data contemplated in the DSP.
Transfer and Delivery. Each Holder shall forthwith pay over, --------------------- transfer and deliver such payment or distribution to the holders of Senior Debt, whether or not any Bankruptcy, Insolvency or Liquidation Proceeding is then pending, until the holders of Senior Debt have received payment in full and in cash of all outstanding Senior Debt (but excluding indemnification obligations which are then contingent and as to which no payment is then due and no claim or demand has then been made).
Transfer and Delivery. On the Effective Date:
(a) Xxxx Park shall transfer and assign to the Company, and the Company shall accept from Xxxx Park, free and clear of all Encumbrances, all of Xxxx Park’s right, title and interest in and to the Xxxx Park Shares;
(b) Xxxxxxxxx shall transfer and assign to the Company, and the Company shall accept from Xxxxxxxxx, free and clear of all Encumbrances, all of Xxxxxxxxx’x right, title and interest in and to the Xxxxxxxxx Shares;
(c) Xxxx Park shall deliver to Computershare Inc., as transfer agent for the Company (“Computershare”), all appropriate stock powers or other instruments of transfer, duly executed in blank, necessary to transfer the Xxxx Park Shares from Xxxx Park to the Company, free and clear of all Encumbrances (the “Xxxx Park Transfer Documentation”);
(d) Xxxxxxxxx shall deliver to Computershare all appropriate stock powers or other instruments of transfer, duly executed in blank, necessary to transfer the Xxxxxxxxx Shares from Xxxxxxxxx to the Company, free and clear of all Encumbrances (the “Xxxxxxxxx Transfer Documentation”); and
(e) Upon (i) Xxxx Park’s delivery to Computershare of the Xxxx Park Transfer Documentation and (ii) Xxxxxxxxx’x delivery to Computershare of the Xxxxxxxxx Transfer Documentation, the Company shall deliver to Xxxxxxxxxxx Xxxxxxxxx, for the benefit of Xxxxxxxxx and Xxxx Park, an aggregate amount of Four Million dollars ($4,000,000) by wire transfer of immediately available funds to the account that has been designated in writing by Xxxxxxxxxxx Xxxxxxxxx to the Company.
Transfer and Delivery. Seller and buyer agree that title to the shares including any property rights will be transferred to buyer, together with any and all rights and components related hereto, upon full payment of the purchase price. The parties agree that, instead of delivery, seller assigns to buyer his right to demand surrender of the shares from the company with such assignment taking effect, with regard to the related property rights, upon full payment of the purchase price.
Transfer and Delivery. On or promptly following the date of this Agreement, the Sponsor hereby transfers an aggregate of 525,000 Class B Shares to the BSOF Entities, in the amounts set forth on Schedule 1 hereto, and cause such Class B Shares to be registered in the name of BSOF I and BSOF II, respectively, in the Company’s register of members and, following the closing of the IPO, with the Transfer Agent (as defined below) by book entry. All or a portion of such Class B Shares transferred pursuant to this Section 1(b) shall be subject to unconditional forfeiture to the Company and/or the Sponsor, as applicable, pursuant to Section 1(c) below. Each of the BSOF Entities, the Company and the Sponsor hereby acknowledge and agree that, (A) to effectuate any forfeiture pursuant to Sections 1(c) below, the Sponsor shall have all right and power under this Agreement to promptly (i) direct the Transfer Agent to cause the Class B Shares subject to forfeiture to be transferred into the name of the Sponsor and (ii) to cause such Class B Shares subject to forfeiture to be registered in the name of the Sponsor in the Company’s register of members and/or with the Transfer Agent and (B) any forfeiture pursuant to Section 1(c) below shall take effect as a surrender of shares to the Company for no consideration as a matter of Cayman Islands law. In connection with Section 1(c), Sponsor shall provide at least three (3) Business Days (as defined herein) advance notice to the BSOF Entitles and obtain prior written consent of the BSOF Entities before entering into any agreement which would result in a partial forfeiture or subject the Class B Shares held by a BSOF Entity to any Class B Changes. As used herein, the term “Transfer Agent” shall initially refer to Continental Stock Transfer & Trust Company, as transfer agent for the Class B Shares issued by the Company. Any forfeiture under this Agreement shall take effect as a surrender for no consideration as a matter of Cayman Islands law.
Transfer and Delivery. On October 2, 2019:
(a) Sellers shall transfer and assign to Buyer, and Buyer shall accept from Sellers, free and clear of all Encumbrances, all of Sellers’ respective rights, title and interests in and to the Securities;
(b) Sellers shall deliver to Buyer all appropriate stock powers or other instruments of transfer, duly executed in blank, necessary to transfer the Securities from Sellers to Buyer, free and clear of all Encumbrances (the “Transfer Documentation”); and
(c) In consideration of the transfer of the Securities from Sellers to Buyer, upon Sellers’ delivery to Buyer of the Transfer Documentation, Buyer shall deliver to Sellers an aggregate amount of One Million Five Hundred Forty-Six Thousand Two Hundred and Sixty Dollars ($1,546,260) by wire transfer of immediately available funds to the account that has been designated in writing by Sellers to Buyer.
Transfer and Delivery of the Purchased Assets - the Company and the Shareholders shall deliver to the Purchaser such documents as may be necessary to complete the Asset Closing provided for in this Agreement, including as set out in Article 8 and Article 9.
Transfer and Delivery of the Purchased Shares - each of the Share Vendors shall transfer and deliver to the Share Purchaser share certificates representing the Purchased Shares owned by such Share Vendor duly endorsed in blank for transfer or accompanied by irrevocable security transfer powers of attorney duly executed in blank; and
Transfer and Delivery. 6.1 Delivery and transfer shall not be passed to the Purchaser, notwithstanding anything to the contrary herein contained, until such time as the Purchase Price and all other amounts for which the Purchaser may be liable in terms hereof have been paid, and/or payment thereof has been secured to the satisfaction of the Conveyancers.
6.2 Transfer of the Property shall be effected by the Conveyancers as soon as practically possible after the full purchase price has been secured. The Developer shall be liable for transfer fees and disbursements payable to the Conveyancer relating to the registration of the transfer of the property into the name of the Purchaser.
6.3 All fees and disbursements relating to the registration of any mortgage bond required as security of the Mortgage Loan shall be paid by the Purchaser upon demand by the Conveyancers.
6.4 It is a material term of this agreement that the Purchaser shall pay such amounts, sign such documents and furnish such information and documentation as may be required by the Conveyancers for transfer and by the attorneys appointed to register the mortgage bond, within 7 (seven) days of being requested to do so.
6.5 In the event of registration of transfer to the Purchaser being delayed as a consequence of a default on the part of the Purchaser, then the Purchaser shall in addition to all other amounts payable by the Purchaser in terms of this Agreement, pay to the Developer monthly in advance, interest on the Purchase Price, less any amount actually paid to the Developer on account thereof, calculated from the date transfer would have been possible had it not been for the default of the Purchaser, until the date of actual transfer, both dates inclusive as certified by the Conveyancers acting as experts.
6.6 The Purchaser acknowledges and accepts that the Purchaser has bought the Property in a development where transfer of the Property to the Purchaser may be simultaneous with transfers of other properties in the scheme to other Purchasers. Accordingly the Purchaser acknowledges and accepts that lodgment of the Purchaser's transfer documents at the Deeds Office shall be entirely at the discretion of the Conveyancers and the Purchaser's obligation to pay occupational rental or interest, as the case may be, shall remain, and be unaffected by any delay occasioned by the above.
