Transfer Deed. (a) If any Lender wishes to transfer all or any of its rights, benefits and/or obligations under the Relevant Finance Documents, such transfer may be effected by novation through the delivery to the Facility Agent of a duly completed and duly executed Transfer Deed.
(b) The Facility Agent shall only be obliged to execute a Transfer Deed delivered to it pursuant to paragraph (a) above, upon its satisfaction with the results of all “know your client” or other applicable anti-money laundering checks relating to the identity of any person that it is required to carry out in relation to such New Lender.
(c) Upon its execution of the Transfer Deed pursuant to paragraph (b) above on the later of the Transfer Date specified in such Transfer Deed and the fifth Business Day after (or such earlier Business Day endorsed by the Facility Agent on such Transfer Deed falling on or after) the date of execution of such Transfer Deed by the Facility Agent:
(i) to the extent that in such Transfer Deed the Lender party to it seeks to transfer its rights, benefits and obligations under the Relevant Finance Documents, the Ultimate Parent, the Parent, each of the Obligors and such Lender shall be released from further obligations towards one another under the Relevant Finance Documents to that extent and their respective rights against one another shall be cancelled to that extent (such rights and obligations being referred to in this Clause 37.7 as “discharged rights and obligations”);
(ii) the Ultimate Parent, the Parent, each of the Obligors and the New Lender party to it shall assume obligations towards one another and/or acquire rights against one another which differ from the discharged rights and obligations only insofar as the Ultimate Parent, the Parent, such Obligor and such New Lender have assumed and/or acquired the same in place of the Ultimate Parent, the Parent, such Obligor and such Lender;
(iii) the other Relevant Finance Parties and the New Lender shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such New Lender been an original party to the Relevant Finance Documents as a Lender with the rights, benefits and obligations acquired or assumed by it as a result of such transfer and to that extent the Facility Agent, the Arranger, the Security Trustee, each L/C Bank and any relevant Ancillary Facility Lender and the Lender which has transferred its rights, benefits and obligation...
Transfer Deed. THIS DEED is issued to take effect on and from the Effective Date (as defined in the Schedule) by the Transferor (as defined in the Schedule) in favour of the Transferee (as defined in the Schedule) (the “Deed”).
Transfer Deed. If any Lender wishes to transfer all or any of its rights, benefits and/or obligations under the Finance Documents, such transfer may be effected by novation through the delivery to the Facility Agent of a duly completed and duly executed Transfer Deed.
Transfer Deed. The Parties execute in the presence of the Notary Public a share transfer deed (the “Transfer Deed”) pursuant to which, inter alia, (i) the Parties formalize (elevar a público) this Agreement; and (ii) Sellers transfer ownership and deliver the Shares to Buyer and Buyer, in turn, acquires and receives the Shares.
Transfer Deed. The Transfer/Deed shall be prepared by the Vendor's solicitor at the Purchaser's expense, (being $250.00 plus HST) and shall be registered forthwith on closing by the Purchaser and at the Purchaser's expense. The Purchaser agrees to advise the Vendor, or the Vendor's solicitor, at least 20 days prior to the date of closing, as to how he or she will take title to the Property and of the birth dates of any parties taking title to the Property, failing which the Purchaser will elect to acquire title to the Property (if there is more than one Purchaser) as joint tenants.
Transfer Deed. The civil-law notary will prepare the transfer deed on the basis of the information in the sales contract. The transfer deed is the formal legal document which is necessary to effect the actual transfer of ownership agreed upon in the sales contract. The parties will first receive a draft of the transfer deed. The civil-law notary will make an appointment with you to sign the transfer deed. Before the transfer deed is signed, the civil-law notary will go through the main points of the deed with the buyer and the seller. The transfer deed is then signed by the buyer, the seller (or by someone authorized by the buyer or the seller) and t he civil-law notary. The civil-law notary will ensure that the transfer deed is registered in the public registers. The buyer officially becomes the owner of the property at the time of registration in the public registers. The transfer of ownership is processed by the Cada stre, Land Registry and Mapping Agency (or ‘kadaster’ in Dutch). The civil-law notary will then send the buyer a copy of this deed: the ‘title deed’. The civil-law notary will keep the original deed in his records.
Transfer Deed. (a) To effectuate the transfer of the Business to Buyer as provided herein, Seller and Buyer shall execute the Transfer Deed and cause such Transfer Deed to be filed with the Italian Registro delle Imprese pursuant to Article 2556 of the Italian Civil Code.
(b) By virtue of the Contribution in Kind and execution of the Transfer Deed, the Business, and all assets and properties comprised therein, shall become the sole and exclusive property of Buyer effective upon the execution of the Transfer Deed on the Closing Date.
Transfer Deed. 16.1. Subject to the Buyer herein duly making payment of the aforesaid agreed consideration money as also the amounts of Extras and Deposits and all other amounts payable by the Buyer as per this Agreement and further duly observing and performing the various terms conditions and covenants herein contained and on the part of the Buyer to be observed and performed, the Owner along with the Developer herein shall complete the sale and/or transfer in respect of the "said unit" by executing and registering appropriate deed of Transfer in favour of the Buyer herein.
16.2. The Buyer hereby agree to have the proposed Deed of Transfer in respect of the said unit executed and registered by the Owner and the Developer, positively on or before the delivery of possession of the “said Unit” by the Developer. The Buyer agree and confirm that the Buyer shall not be entitled to claim possession of the said unit till the Buyer has got the Deed of Transfer duly executed and registered by the Owners and the Developer.
Transfer Deed. A. On Closing:
1. the Summit Sellers shall deliver or make available to the Purchaser originals of duly executed stock transfer forms in respect of all the AHL Shares in favour of the Purchaser together with the share certificates relating to such AHL Shares;
2. the Summit Sellers shall deliver to the Purchaser originals of duly executed irrevocable powers of attorney in the Agreed Terms given by each of the Summit Sellers in favour of the Purchaser in respect of rights attaching to the AHL Shares;
3. the Summit Sellers shall procure that board resolutions of AHL and resolutions of the shareholders of AHL (if required) are passed:
a. approving the transfer of the AHL Shares and (subject only to due stamping) the registration, in the register of members, of the Purchaser as the holder of the AHL Shares;
b. appointing as directors and company secretary of AHL such persons as the Purchaser may nominate, such appointments to take effect at Closing; and
c. accepting the resignations of the directors of AHL as referred to in paragraph I.A.5, each such acceptance to take effect at Closing;
4. the Sellers shall deliver or make available all the statutory and other books (duly written up to date) of AHL and all certificates of incorporation, certificates of incorporation on change of name and common seals as are kept by AHL or required to be kept by Applicable Law;
5. the Sellers shall deliver to the Spanish Notary Public a certificate issued by the secretary to the board of directors of the Company declaring that all corporate requirements established in the Applicable Law and in the articles of association for the transfer of the Shares have been fulfilled or do not apply as a result of the fact that the Transaction implies the transfer of 100% of the shares issued by the Company; and
6. the Sellers and the Purchaser shall execute a transfer deed before the Spanish Notary Public (the “Transfer Deed”), pursuant to which:
a. this Agreement shall be formalised as a notarial deed (elevación a escritura pública);
b. the transfer of the Advance Sale Shares to the Purchaser shall be carried out by the relevant Seller;
c. reference is made that, simultaneously (en unidad de acto) with the transfer of the Advance Sale Shares, and as part of the same transaction, the Summit Sellers are transferring the AHL Shares to the Purchaser; and
d. once the Purchase Price has been received, acknowledgment of receipt (carta de pago) of the Purchase Price shall be given.
Transfer Deed. The Parties shall execute before the Notary Public one or more share transfer deed(s) (the “Transfer Deed”) substantially in the form included in Schedule 12.2 (a) listing the property titles indicated therein whereby (i) the Parties will acknowledge the fulfillment of the Anti-trust Condition, (ii) the Sellers will transfer ownership of 100% of the Shares and will deliver them to Purchaser, and the Purchaser will receive them and become the owner of the Shares and (iii) the Sellers will assign all of the Shareholders’ Loans to the Purchaser and Colomer Beauty and Professional Products, S.L. will accept the assignment (for the purposes of which, the Sellers will procure that Colomer Beauty and Professional Products, S.L. executes the Transfer Deed). The Transfer Deed shall also include a certificate from the joint and several administrator of the Company certifying that all formalities and procedures provided for in the by-laws of the Company have been complied with. The Sellers will acknowledge and declare in the Transfer Deed that any shareholders’ agreement relating to the Company have been complied with or waived for the purposes of completing the Transaction. If the Purchaser has appointed an Affiliate(s) as the acquirer of the Shares and/or the assignee(s) of the Shareholders Loans, the agreed form of Transfer Deed attached hereto shall be executed also by the Purchaser as joint and several guarantor of the obligations of the Purchaser’s Affiliate(s). The Parties shall insert appropriate amendments into the Transfer Deed.
