Transfer Document Sample Clauses

Transfer Document. Promptly after the date hereof, ATN and APL Sub shall execute and deliver to Wxxxxxxx Sub and Laurel Mountain a document in the form of Exhibit B. If, at the Closing, ATN shall have not been admitted as a substituted Member with respect to the Acquired LMM Interest solely because the Closing does not occur on the first Business Day of a calendar month, then, APL Sub agrees that it shall, to the extent permitted under the LMM Agreement and until the first Business Day of the calendar month after the calendar month in which the Closing occurs, use its commercially reasonable efforts to cause the designee of APL Sub on the Management Committee to vote as directed by ATN.
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
Transfer Document. This transfer document of future commercial receivables is subject to the provisions of Law 21 February 1991, No. 52 (the Law 52/91) (the Italian Transfer Document) and is made pursuant to the agreement named “Receivables Purchase and Servicing Agreement” entered into on [●] 2018 by and between Ferro Spain S.A., Vetriceramici-Ferro S.p.A., Ferro Corporation and ING Belgique SA/NV (as amended from time to time, the RPSA).  Capitalised terms and expressions used herein shall, unless the context requires otherwise, have the meaning ascribed to them in the RPSA. 
Sample 1
Transfer Document. A duly executed assignment which shall be sufficient to transfer to the applicable Buyer the FCC Licenses free and clear of all mortgages, liens, restrictions, encumbrances and claims;
Sample 1Sample 2
Transfer Document. The assignments and transfer documents to be delivered to Purchaser pursuant to Section 3.1 will be in appropriate form and sufficient to convey, transfer and assign to Purchaser good title to the Acquired Assets.
Sample 1Sample 2
Transfer Document. (a) Each transfer of Receivables from the Seller to the FCT shall be performed by way of a Transfer Document (bordereau) complying with the provisions set out in Articles L. 214-169 et seq. and D. 214-227 of the Code. Pursuant to the provisions of Article L. 214-169 of the Code, the Receivables and all attached Ancillary Rights and Related Security (without prejudice to paragraph (b) below) will be transferred from the Seller to the FCT by the delivery to the Management Company by the Seller of the Transfer Document, without any further formalities (de plein droit). (b) In the event that the Related Security is located in Germany and title to the Related Security is not transferable by means of a mere agreement between the FCT and the Seller, the parties to the Master Receivables Purchase Agreement have agreed that (i) the Transfer Document shall contain an agreement (Willenseinigung) under German law with respect to the transfer of such Related Security and (ii) the transfer of possession (Besitzübergabe) necessary for the transfer of title to such Related Security shall be substituted as follows: (i) if the Seller holds direct possession (unmittelbarer Besitz) of the relevant Related Security, by the Seller holding such Related Security on behalf of the FCT and granting the FCT indirect possession (mittelbarer Besitz) of such assets by keeping it with due care free of charge (als unentgeltlicher Verwahrer); and (ii) if the Seller holds indirect possession (mittelbarer Besitz) of the relevant Related Security or is entitled to claim surrender of the Related Security from a third party for any other reason, by the Seller assigning any claim to surrender (Herausgabeanspruch) such Related Security to the FCT (pursuant to § 931 of the BGB. (iii) For these purposes, any offer to transfer and any Transfer Document by the Seller and any acceptance by the FCT (or the Management Company on its behalf) shall be construed accordingly and the Seller waives its right to receive an acceptance in accordance with the first sentence of § 151 of the BGB (Verzicht auf Zugang der Annahme). This paragraph (b) is governed by, and shall be construed in accordance with, German law. (c) A transfer made pursuant to the Transfer Document shall be effective between the parties and enforceable against third parties as of the date of such delivery as specified in the relevant Transfer Document. For the avoidance of doubt, the parties acknowledge that the Seller shall forthwith from th...
Sample 1
Transfer Document. “Transfer Document” shall mean (a) with respect to the Purchased Assets, such deeds, bills of sale, asset transfer agreements, endorsements, assignments, affidavits and other instruments of sale, conveyance, transfer and assignment of the Sellers and the Purchaser as shall be necessary under the Law of the relevant jurisdictions or contemplated by this Agreement in order to transfer all right, title and interest of a Seller in, to and under such Purchased Asset in accordance with the terms hereof, and (b) with respect to the Liabilities, such instruments of assumption, between the Sellers and the Purchase as shall be necessary under the Law of the relevant jurisdictions or contemplated by this Agreement in order for the Liabilities to be effectively assumed by and transferred to the Purchaser.
Sample 1
Transfer Document. The parties shall have executed appropriate transfer documentation, HBI shall have executed and delivered an Amendment to the Operating Agreement in the form of Schedule A hereto and FAR shall execute and deliver a counterpart signature page to the Company's Operating Agreement.
Sample 1
AutoNDA by SimpleDocs
Transfer Document. The transferee has executed and delivered to the Board (for filing in the Company’s records) an instrument of conveyance signed by the transferor Member or Assignee (the “Transferring Member”), in a form satisfactory to the Board;
Sample 1
Transfer Document. Each transfer of Eligible Receivables together with any Ancillary Rights relating thereto from any Seller to the FCC shall be performed by way of Transfer Document (acte de cession de creances) complying with Articles L. 214-43 et seq. of the French Code monetaire et financier and with the Decree. No later than 10.00 a.m. on any Transfer Date, the Seller, having issued an Individual Transfer Offer on the Information Date immediately preceding the relevant Transfer Date, shall send, via the relevant Administrative Agent, to the Management Company by fax and messenger the corresponding Transfer Document (acte de cession de creances) in compliance with the form set out in Schedule 5 of Appendix 1, duly executed and dated by the relevant Seller, together with an usable, accurate and complete Transfer File substantially in the form set out in Schedule 26 of Appendix 1, in which each Eligible Receivable included in the relevant Transfer Document shall be designated and identified (designee et individualisee). No later than 12.00 p.m. on the relevant Transfer Date, the Management Company shall deliver the relevant Transfer Document to the Custodian, who shall keep it under its own responsibility in accordance with FCC Regulations.
Sample 1

Related to Transfer Document

  • Transfer Documents In furtherance of the contribution, assignment, transfer, conveyance and delivery of the Assets and the assumption of the Liabilities in accordance with Section 2.1(a), (i) each Party shall execute and deliver, and shall cause the applicable members of its Group to execute and deliver, to the other Party, such bills of sale, quitclaim deeds, stock powers, certificates of title, assignments of contracts and other instruments of transfer, conveyance and assignment as and to the extent necessary to evidence the transfer, conveyance and assignment of all of such Party’s and the applicable members of its Group’s right, title and interest in and to such Assets to the other Party and the applicable members of its Group in accordance with Section 2.1(a), and (ii) each Party shall execute and deliver, and shall cause the applicable members of its Group to execute and deliver, to the other Party, such assumptions of contracts and other instruments of assumption as and to the extent necessary to evidence the valid and effective assumption of the Liabilities by such Party and the applicable members of its Group in accordance with Section 2.1(a). All of the foregoing documents contemplated by this Section 2.1(b) shall be referred to collectively herein as the “Transfer Documents.”

  • Ancillary Agreement Any written agreement of the Lessee to which the Lessor is a party or to which the Lessor has consented in writing entered into on or prior to the Delivery Date or any date thereafter in connection with the transactions contemplated by the Operative Agreements, as such agreement may be amended and supplemented from time to time with the consent of the Lessor and delivered to the Owner Trustee, the Indenture Trustee, the Pass Through Trustee, the Subordination Agent, each Liquidity Provider and the Owner Participant. Ancillary Agreement I. The Ancillary Agreement I (Federal Express Corporation Trust No. N676FE), dated the Delivery Date, among the Lessee, the Owner Trustee, not in its individual capacity, but solely as Owner Trustee, the Owner Participant and the Indenture Trustee not in its individual capacity, but solely as Indenture Trustee, as originally executed or as amended, modified or supplemented with the consent of all the parties thereto.

  • Transaction Document This Amendment shall be a Transaction Document for purposes of the Receivables Financing Agreement.

  • Agreement to Deliver Documents For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party agrees to deliver the following documents, as applicable: (a) Tax forms, documents or certificates to be delivered are:— (i) promptly upon reasonable demand by Party B, and (ii) promptly upon learning that any such Form previously provided by Party A has become obsolete or incorrect. (b) Other documents to be delivered are:— Party B Certified copy of the Board of Directors resolution (or equivalent authorizing documentation) which sets forth the authority of each signatory to this Agreement and each Credit Support Document (if any) signing on its behalf and the authority of such party to enter into Transactions contemplated and performance of its obligations hereunder. Concurrently with the execution and delivery of this Agreement. Yes Party A and Party B Incumbency Certificate (or, if available the current authorized signature book or equivalent authorizing documentation) specifying the names, titles, authority and specimen signatures of the persons authorized to execute this Agreement which sets forth the specimen signatures of each signatory to this Agreement, each Confirmation and each Credit Support Document (if any) signing on its behalf. Concurrently with the execution and delivery of this Agreement unless previously delivered and still in full force and effect. Yes Party A and B An opinion of counsel to such party reasonably satisfactory in form and substance to the other party, and, in the case of Party B, opinions of counsel relating to the Trust Agreement and other deal documents reasonably satisfactory in form and substance to the Party A. Concurrently with the execution and delivery of the Confirmation unless previously delivered and still in full force and effect. No Party B An executed copy of the Trust Agreement. Within 30 days after the date of this Agreement. No Party B Each material amendment, supplement or waiver of the Trust Agreement, as proposed from time to time, or any other amendment or modification of the Trust Agreement that requires the written consent of Party A under the terms of the Trust Agreement. Promptly upon learning of any proposed amendment, supplement or waiver. No

  • Ancillary Agreements This Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the Ancillary Agreements.

  • Custodial Agreement; Delivery of Documents The Company has delivered and released to the Custodian those Mortgage Loan Documents as required by Exhibit B to this Agreement with respect to each Mortgage Loan. The Custodian has certified its receipt of all such Mortgage Loan Documents required to be delivered pursuant to the Custodial Agreement, as evidenced by the Initial Certification of the Custodian in the form annexed to the Custodial Agreement. The Company shall be responsible for recording the initial assignments of mortgage. The Purchaser will be responsible for the fees and expenses of the Custodian. The Company shall forward to the Custodian original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with Section 4.01 or 6.01 within one week of their execution, provided, however, that the Company shall provide the Custodian with a certified true copy of any such document submitted for recordation within ten (10) days of its execution, and shall provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original within sixty days of its submission for recordation. In the event the public recording office is delayed in returning any original document, the Company shall deliver to the Custodian within 180 days of its submission for recordation, a copy of such document and an Officer's Certificate, which shall (i) identify the recorded document; (ii) state that the recorded document has not been delivered to the Custodian due solely to a delay by the public recording office, (iii) state the amount of time generally required by the applicable recording office to record and return a document submitted for recordation, and (iv) specify the date the applicable recorded document will be delivered to the Custodian. The Company will be required to deliver the document to the Custodian by the date specified in (iv) above. An extension of the date specified in (iv) above may be requested from the Purchaser, which consent shall not be unreasonably withheld.

  • Ancillary Documents (a) Project Co shall not: (i) terminate or agree to the termination of all or part of any Ancillary Document, except pursuant to Sections 47.3 and 48.2 or otherwise to prevent or cure a Project Co Event of Default (provided that commercially reasonable alternative measures would not prevent or cure such Project Co Event of Default); (ii) make or agree to any amendment, restatement or other modification or waive or exercise any of its rights under any Ancillary Document that materially adversely affects Project Co’s ability to perform its obligations under this Project Agreement or that has the effect of increasing any liability of the CTC, whether actual or potential; (iii) breach its obligations (or waive or allow to lapse any rights it may have) or permit others to breach their obligations (or waive or allow to lapse any rights they may have) under any Ancillary Document, if any such breach (or waiver or lapse) would materially adversely affect Project Co’s ability to perform its obligations under this Project Agreement or that have the effect of increasing any liability of the CTC, whether actual or potential; or (iv) enter into, or permit the entry into by any other person of, any agreement replacing all or part of any Ancillary Document, except in the circumstances referenced in Section 8.2(a)(i), without the prior written consent of the CTC, not to be unreasonably withheld or delayed, provided that, where consent is requested pursuant to Section 8.2(a)(i) or 8.2(a)(iv), such consent shall not be withheld, and shall be provided within a reasonable time, where the relevant matter referred to in Section 8.2(a)(i) or 8.2(a)(iv) will not materially adversely affect Project Co’s ability to perform its obligations under this Project Agreement or have the effect of increasing any liability of the CTC, whether actual or potential. In the event of termination or agreement to the termination of all or part of any Ancillary Document as described in Section 8.2(a)(i), or the entering into of any agreement replacing all or part of any Ancillary Document as described in Section 8.2(a)(iv), Project Co shall, to the extent applicable, comply with all provisions herein relating to changes in Subcontractors, including Section 47.3. (b) Upon the written request of the CTC or the CTC Representative, Project Co will deliver or cause to be delivered to the CTC or the CTC Representative a copy of any notices delivered or received by Project Co under any of the Ancillary Documents.

  • Controlling Document If any provision of any agreement, plan, program, policy, arrangement or other written document between or relating to the Company and the Executive conflicts with any provision of this Agreement, the provision of this Agreement shall control and prevail.

  • Amendments to Transaction Documents Without the consent of the Agent, amend, modify or otherwise change any of the terms or provisions of any Transaction Document other than (i) supplements identifying Solar Loans to be transferred in connection with each transfer of Solar Loans and the related Solar Assets from time to time in accordance with the Sale and Contribution Agreement or this Agreement, (ii) amendments, supplements or other changes in accordance with the terms of the applicable Transaction Document, and (iii) amendments, supplements or other changes with respect to exhibits and schedules to any Transaction Document that would not reasonably be expected to have a material adverse effect on the value, enforceability, or collectability of the Collateral or adversely affect Collections.

  • Description of the Transaction Documents The Transaction Documents will conform in all material respects to the respective statements relating thereto contained in the Offering Memorandum.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!