Transfer by Seller. In exchange for the consideration set forth below, at Closing (as defined in paragraph 3), Seller will transfer and convey the JET Shares to Buyer, free and clear of all liabilities, security interests, liens, pledges, claims and encumbrances.
Transfer by Seller. 30.1 The Seller shall have the right at any time prior to the Settlement Date to transfer or assign its interest in the Land, Base Parcel or the Estate or this Contract and upon receipt by the Buyer of notice of such transfer or assignment the Buyer acknowledges and agrees that the terms and conditions hereunder shall remain binding upon the Buyer and the Guarantors and shall be enforceable against the Buyer and the Guarantors by the assignee or transferee of the Seller's interest as if the assignee or transferee were the Seller named herein.
Transfer by Seller. (a) The Seller may Transfer all (but not less than all) of its rights and obligations under this Agreement to another Vale Affiliate that is not a Restricted Person, provided that:
(i) the Seller provides at least 30 days’ prior notice to the Purchaser of the Transfer;
(ii) such Transfer will not, or is not reasonably expected to (A) give rise to a Material Adverse Effect or (B) cause the Purchaser to become liable for any increase in Tax or, where under such Transaction the jurisdiction of the Seller (by virtue of such Vale Affiliate becoming the Seller) will change to any jurisdiction other than Switzerland or the Seller will continue or migrate to any jurisdiction other than Switzerland or become resident for tax purposes in any jurisdiction other than Switzerland, the potential for any additional Tax to become payable, provided that to the extent that any such actual increase in Tax payable by the Purchaser does not result in a material increase in any Tax or in such an increase in the potential for any material additional Tax to become payable by the Purchaser, the Seller shall be permitted to satisfy this Section 9.4(a)(ii) by providing an indemnity, prior to the completion of such Transfer, to the Purchaser in form and substance satisfactory to the Purchaser, acting reasonably, and enforceable by the Purchaser, for the full amount of such increase in Taxes;
(iii) immediately prior to the Transfer, there is no Vale Entity Event of Default that has occurred and is continuing or an event or circumstance which, with notice or the passage of time would give rise to a Vale Entity Event of Default and immediately after such Transfer there shall not be a Vale Entity Event of Default or an event or circumstance which, with notice or the passage of time would give rise to a Vale Entity Event of Default (or its equivalent) in each case under this Agreement;
(iv) such Vale Affiliate controls, or is under common control with, the Project Owner;
(v) any such Transfer shall not become effective or relieve the Seller of its obligations under this Agreement unless such Transfer is made pursuant to an agreement in form and substance satisfactory to the Purchaser, acting reasonably, and enforceable by the Purchaser, whereby the obligations of the Seller under this Agreement would be assumed by such Vale Affiliate and such Vale Affiliate would have been in compliance with any terms and conditions related to the Seller during any period of time in which Vale is not able...
Transfer by Seller. If any of the Offered TRA Interests remain available after the exercise, if any, of the Corporation’s Right of First Refusal, then the Seller shall be free to transfer, subject to the general conditions to transfer set forth in Section 7.6(b), any such remaining Offered TRA Interests to the Proposed Transferee at the Offered Price set forth in the Transfer Notice; provided, however, that if the Offered TRA Interests are not so transferred during the 90-day period following the delivery of the Transfer Notice, then the Seller may not Transfer any of such remaining Offered TRA Interests without complying again in full with the provisions of this Agreement.
Transfer by Seller. (i) Until the end of the Commitment Well Period, Seller may not directly, or indirectly, Transfer all or any part of its right, title or interest in any Joint Asset to any Person other than an Affiliate without Buyer’s prior written consent, which consent Buyer may grant or withhold in its sole discretion.
(ii) Following the end of the Commitment Well Period, subject to first complying with the terms and conditions of Section 6.05, Seller may transfer all or any part of its right, title or interest in the Joint Assets to any Person without the consent of Buyer.
Transfer by Seller. In exchange for the consideration set forth below, at Closing (as defined in paragraph 3), Seller will transfer and convey the AHI Shares to Buyer, free and clear of all liabilities, security interests, liens, pledges, claims and encumbrances.
Transfer by Seller. Seller shall not transfer (other than to Wendy's or the Escrow Agent) all or any portion of Seller's Newco Exchangeable Shares, except to the Trustee under the Trust Agreement pursuant to the terms of the Guaranty and the Trust Agreement.
Transfer by Seller. Seller covenants and agrees that it shall not sell, grant, convey or transfer participation or subparticipation interests in, or otherwise transfer or encumber, in whole or in part, any of its right, title and interest in the Participation Interest or the Agreements other than as contemplated herein.
Transfer by Seller. Subject to its repurchase obligation, Seller hereby transfers to Buyer all right, title, ownership and interest in the Assets.
Transfer by Seller
