Transfer By Buyer Sample Clauses

Transfer By Buyer. Buyer shall not have the right to assign this Agreement, but shall be permitted to designate an Affiliate or Affiliates to take title to the Property. In the event that Buyer elects to so designate any Affiliate or Affiliates to take title to the Property hereunder, (i) Buyer shall upon close of Escrow be released of all obligations hereunder other than pursuant to SECTION 6, SECTION 7.1, SECTION 10, SECTION 17.18, SECTION 17.19 and SECTION 17.20 or arising prior to the Close of Escrow, (ii) such Affiliate or Affiliates shall assume all of Buyer's obligations hereunder; and (iii) such Affiliate of Affiliates shall represent and warrant to Seller that such entities are duly organized and validly existing and otherwise as to the matters covered in SECTION 6.1.1 and SECTION 6.1.2 as applicable.
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Transfer By Buyer. 50 17.9 Parties in Interest.............................................50 17.10
Sample 1Sample 2Sample 3See All (4)
Transfer By Buyer. Following execution of this Agreement, upon payment of the Purchase Price, in whole or part, it will be deemed that Buyer was transferred that portion of the Working Interest above, based upon a total Purchase Price due of $2,550,000 for the interests stated, but only to the extent so paid by the Buyer. Buyer has the right to transfer its future expected return or distribution as stated below in the Section titled, “
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Transfer By Buyer. On Completion the Buyer may direct, by notice in writing to the Sellers, the Sale Shares to be transferred directly from the Sellers to any entity in which the Buyer directly or indirectly holds all of the outstanding issued shares, provided that, if the Buyer does make such a direction, nothing in this clause 2.5 will relieve the Buyer of its obligations under this agreement, including its obligations under clause 3.
Sample 1
Transfer By Buyer. (i) Until the end of the Repurchase Period, Buyer may not directly, or indirectly, Transfer all or any part of its right, title or interest in any Joint Assets (other than to Seller under Section 6.03, or in accordance with Sections 6.05 and 6.06) to any Person other than an Affiliate, without Seller’s prior written consent, which consent Seller may grant or withhold in its sole discretion.
Sample 1

Related to Transfer By Buyer

  • Sale and Transfer of Shares Closing Subject to the terms and conditions of this Agreement, at the Closing, the following will occur:

  • Transfer of Shares After the Effective Time No transfers of Shares shall be made on the stock transfer books of the Surviving Corporation at or after the Effective Time.

  • Transfer of Purchased Assets At each exercise of the Asset Purchase Option by Party A:

  • Permitted Transferee 26 Person ......................................................................................26

  • Transfer of Optioned Interests For each exercise of the Equity Interest Purchase Option:

  • TRANSFER BY LANDLORD Landlord and its successors in interest shall have the right to transfer their interest in the Building, the Property, or any portion thereof at any time and to any person or entity. In the event of any such transfer, the Landlord originally named herein (and in the case of any subsequent transfer, the transferor), from the date of such transfer, (i) shall be automatically relieved, without any further act by any person or entity, of all liability for the performance of the obligations of the Landlord hereunder which may accrue after the date of such transfer and (ii) shall be relieved of all liability for the performance of the obligations of the Landlord hereunder which have accrued before the date of transfer if its transferee agrees to assume and perform all such prior obligations of the Landlord hereunder. Tenant shall attorn to any such transferee. After the date of any such transfer, the term "Landlord" as used herein shall mean the transferee of such interest in the Building or the Property.

  • Permitted Transfer Notwithstanding anything in this Article 5 to the contrary, Tenant may assign its interest in this Lease or sublease all or any part of the Premises (each a “Permitted Transfer”) to a Permitted Transferee (defined below) with notice to Landlord (delivered prior to the Transfer, or in the event Tenant is prohibited from doing so by Applicable Laws or contractual obligations, then as soon as reasonably practical) but without Landlord’s prior written consent; provided, that (i) with respect to a Permitted Transfer involving an assignment of this Lease, the Permitted Transferee assumes this Lease by a written assumption agreement delivered to Landlord prior to the effective date of such Permitted Transfer (unless such prior delivery is prohibited by Applicable Laws, in which event Tenant shall deliver such assumption agreement as soon as allowed), (ii) the Permitted Transferee shall use the Premises only for the Permitted Use, (iii) the use of the Premises by the Permitted Transferee shall not violate any other agreements or leases affecting the Property, (iv) the occurrence of a Permitted Transfer shall not waive Landlord’s rights as to any subsequent Transfer, (v) the Permitted Transferee shall satisfy the Credit Requirement (defined below), and (vi) Tenant shall have given Landlord written notice at least thirty (30) day before such Transfer (unless such notice is prohibited by applicable Law, in which event Tenant shall give such notice within ten days following such Transfer). As used herein, (A) “Affiliate” means any person or entity who or which controls, is controlled by, or is under common control with Tenant, (ii) a corporation or other entity which shall be a wholly owned subsidiary of the Tenant, (iii) the parent corporation or other entity that wholly owns Tenant, or (iv) a subsidiary of such parent corporation or other entity that wholly owns Tenant, or a corporation or other entity having a majority of its ownership in common with the ownership of Tenant, or (v) a Successor corporation, limited liability company or other entity; (B) “Successor” means any (i) business entity in which or with which Tenant is merged or consolidated in accordance with applicable statutory provisions governing merger and consolidation of business entities, so long as Tenant’s obligations under this Lease are assumed by the Successor, or (ii) the successor or surviving corporation or other entity in the event of a merger or consolidation of the Tenant with another corporation, so long as Tenant’s obligations under this Lease are assumed by the Successor; (C) “Purchaser” means any person or entity who or which acquires all or substantially all of the assets or equity interests of Tenant; (D) “Permitted Transferee” means an Affiliate, Successor or Purchaser. The “Credit Requirement” shall be deemed satisfied if, as of the effective date of the Permitted Transfer, the resulting tenant under this Lease meets or exceeds all of following minimum criteria immediately following the Transfer: (i) cash on hand equal to at least Two Billion Dollars ($2,000,000,000) according to the Permitted Transferee’s most recent financial statement, determined in accordance with generally accepted accounting principles (“GAAP”), (ii) outstanding debt of not more than sixty (60%) of the Permitted Transferee’s available cash on hand (as determined pursuant to the foregoing subsection (i) according to the Permitted Transferee’s most recent financial statement, determined in accordance with GAAP, and (iii) a market capitalization equal to at least Five Billion Three Hundred Million Dollars ($5,300,000,000).

  • Transfer by a Lender Subject to Clause 26.4, a Lender (the “Transferor Lender”) may at any time cause:

  • Exchange, Transfer or Assignment of Warrant This Warrant is exchangeable, without expense, at the option of the Holder, upon presentation and surrender hereof to the Company or at the office of its stock transfer agent, if any, for other Warrants of different denominations, entitling the Holder or Holders thereof to purchase in the aggregate the same number of shares of Common Stock purchasable hereunder. Upon surrender of this Warrant to the Company or at the office of its stock transfer agent, if any, with the Assignment Form annexed hereto duly executed and funds sufficient to pay any transfer tax, the Company shall, without charge, execute and deliver a new Warrant in the name of the assignee named in such instrument of assignment and this Warrant shall promptly be canceled. This Warrant may be divided or combined with other Warrants that carry the same rights upon presentation hereof at the office of the Company or at the office of its stock transfer agent, if any, together with a written notice specifying the names and denominations in which new Warrants are to be issued and signed by the Holder hereof.

  • Transfer by Borrower The Borrower may not, without the consent of the Agent, given on the instructions of all the Lenders transfer any of its rights, liabilities or obligations under any Finance Document.

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