Transfer and Purchase Clause Samples
The 'Transfer and Purchase' clause defines the terms under which ownership of goods, assets, or rights is transferred from one party to another in exchange for payment. Typically, this clause outlines the specific items being transferred, the purchase price, payment terms, and the timing of the transfer. For example, it may specify when title and risk pass to the buyer and any conditions that must be met before the transfer is completed. Its core practical function is to clearly establish the obligations of both parties in the sale transaction, thereby reducing the risk of disputes over ownership and payment.
Transfer and Purchase. While this Agreement remains in effect, a Transfer will only be valid and effective if:
Transfer and Purchase. 7.1 The Company or its transfer agent shall maintain a register containing the name and address of the Warrantholder for the time being.
7.2 The Warrantholder may at any time assign or transfer some or all of the Warrants held by such Warrantholder. The terms and conditions of this Warrant and the purchase rights contained in this Warrant shall apply in respect of this Warrant notwithstanding any transfer of this Warrant.
7.3 Notice of any assignment or transfer of this Warrant shall be given in writing to the Company duly executed by the transferor and the transferee and stating the full name and address of the person to whom this Warrant has been transferred.
7.4 This Warrant may not be transferred otherwise than as permitted by clause 7.2 and any purported transfer otherwise than as permitted by clause 7.2 shall be void.
7.5 The Company may purchase this Warrant, or a portion thereof, by agreement with the Warrantholder holding this Warrant and the Warrant purchased by the Company will be cancelled and will not be available for re-issue.
Transfer and Purchase. (i) On the Closing Date, the Seller will convey, transfer, assign and deliver the Assets to Transmedia Restaurant, and put Transmedia Restaurant in possession (or right thereto) of all Assets, free and clear of all Liens. In furtherance thereof, the Seller shall deliver to Transmedia (or its designees):
(1) the ▇▇▇▇ of Sale;
(2) such other specific assignments, bills of sale and forms of transfer to such of the Assets, and in such form, as Transmedia may reasonably request;
(3) the Power of Attorney, the Letter Agreements, the Release and the Payment Notes; and
(4) such other assignments, financing statements, instruments or other documents as Transmedia may reasonably request.
(ii) On the Closing Date, Transmedia and Transmedia Restaurant, as appropriate, shall execute and deliver to the Seller: the ▇▇▇▇ of Sale, the Letter Agreements, the Payment Notes and the release, in the form attached hereto as Exhibit L (the "Transmedia Release"), and shall deliver (x) to Potomac or its designee, cash in the amount specified in Section 1.2(i) and (y) to Potomac, certificates representing the Shares.
(iii) From and after the Closing Date, Transmedia, as successor in interest to the Seller but on behalf of and for the benefit of Transmedia, may at its own cost or expense collect, assert or enforce any claim, right or title of any kind in, with respect to or to any of the Assets (including, without limitation, instituting and prosecuting any proceedings in connection therewith), or defend or compromise any and all claims, actions, suits or proceedings in respect of any of the Assets, and otherwise to do all such acts and things in relation to the Assets as Transmedia shall deem advisable (including, without limitation, asserting any rights under any Assets or performing or accepting performance under any agreements), and Transmedia shall retain for its own account any amounts collected pursuant to the foregoing, including any sums payable as interest in respect thereof.
Transfer and Purchase. No Consenting Creditor may sell, assign, novate or otherwise transfer or dispose of (whether directly or indirectly) all or any part of its legal or beneficial interests, rights, benefits or obligations under or in respect of any of the Notes held by it or implement any transaction of a similar or equivalent economic effect (collectively, a “Transfer”) other than in accordance with Clause 6.5 below. However, to the extent that a Consenting Creditor’s Notes are prior to such Consenting Creditor’s accession to this Agreement: (a) loaned by such Consenting Creditor (and consequently pledged, hypothecated, encumbered, or re-hypothecated) as part of customary securities lending arrangements (each such arrangement, a “Customary Securities Lending Arrangement”); or (b) sold by such Consenting Creditor (where the Consenting Creditor is subject to an obligation to purchase equivalent securities to the Notes sold (where the term “equivalent” has the meaning given to it in the applicable global master repurchase agreement forming part of the documentation governing the relevant arrangement)) as part of customary repurchase agreement arrangements (each such arrangement, a “Customary Repo Arrangement” and, together with a Customary Securities Lending Arrangement, a “Customary Securities Lending or Repo Arrangement”); then it shall not be deemed a Transfer hereunder and Clause 3.1(j) shall not apply to in respect of such arrangement, provided that such Customary Securities Lending or Repo Arrangement:
Transfer and Purchase. (a) On the Closing Date, subject to satisfaction of the conditions contained herein, Seller shall sell, assign, transfer and convey to FWG, and FWG shall purchase from Seller, all of the following:
(i) All of Seller's rights under the agreements between Seller and the Representatives evidencing the Representatives' independent contractor status with Seller.
(ii) copies or originals of all computer data, books, records, account statements, correspondence and other data and documents of every nature relating to the Representatives and their business, including, without limitation, all NASD registration files, licensing files, complaint files and disciplinary files; and
(iii) customer accounts, including any data and documents relating thereto which accounts will be transferred to FWG as reflected on the books of CSC;
(i) Seller shall cooperate with FWG and use its best efforts to cause the Representatives to be transferred pursuant to the individual license transfer program of the NASD, including all actions required with the CRD and state regulators. Seller shall use its best efforts to cause each Representative to deliver, prior to the Closing, a Form U-4 in which he or she agrees to the transfer of FWG and to execute, prior to the Closing, a new independent contractor agreement with FWG. Any such new agreement with FWG shall be in FWG's standard form. Seller shall use its best efforts during the period commencing on the date of this Agreement and ending on the Closing Date to preserve and maintain, for the benefit of FWG, Seller's relationship with the Representatives.
(ii) To the extent any Representative is a licensed insurance agent, Seller shall also cooperate with FWG and use its best efforts to cause such Representative to be contracted under the fixed insurance master general agent agreements between FWG and insurance carriers.
(iii) Seller shall cooperate with FWG and use its best efforts to cause, and shall cause, all accounts of the Representatives at Seller's clearing firm to be modified to indicate that FWG shall be the introducing broker.
(c) FWG shall pay to Seller as consideration for transfer of the Representatives and related items the sum equal to 2.5% of gross commission revenue produced by the Representative for each month hereafter, provided, however, the aggregate amount of such payments shall not exceed $875,000.
(d) Purchase Price shall be payable as follows: no later than the 10th day of each month, FWG shall pay to Seller by chec...
Transfer and Purchase. 1.1 Subject to the terms and conditions of this Agreement, each Transferor agrees to transfer, and the Transferee agrees to accept, 100% equities of the Company held by such Transferor and all rights and interests thereof (the “Equity Transfer”), including: ▇▇▇▇ ▇▇▇ agrees to transfer the equities of the Company held by him/her, representing 90% of the issued share capital of the Company, and all rights and interests thereof to the Transferee; and ▇▇▇ ▇▇▇▇▇▇ agrees to transfer the equities of the Company held by him/her, representing 10% of the issued share capital of the Company, and all rights and interests thereof to the Transferee. Upon completion of the Equity Transfer, the Transferee will hold 100% equities of the Company and all rights and interests thereto.
1.2 It is agreed that as consideration for receipt of the Target Equity and all rights and interests thereof by the Transferee, the Transferee shall pay the following price to the Transferors (the “Purchase Price”): The Transferee agrees to pay ▇▇▇▇ ▇▇▇ the Purchase Price of RMB900,000. The Transferee agrees to pay ▇▇▇ ▇▇▇▇▇▇ the Purchase Price of RMB100,000.
1.3 The Transferee shall pay all of the Purchase Price upon consummation of the Equity Transfer, or as otherwise agreed by the Parties.
Transfer and Purchase