Transfer duties Sample Clauses
The "Transfer duties" clause defines the responsibilities and procedures related to the transfer of obligations or rights from one party to another under the agreement. Typically, this clause outlines whether and how a party may assign its contractual duties to a third party, such as requiring prior written consent or specifying conditions under which transfers are permitted. Its core practical function is to ensure that all parties are aware of and agree to any changes in who is responsible for fulfilling contractual obligations, thereby preventing unauthorized transfers and maintaining the integrity of the agreement.
Transfer duties. Seller shall be responsible for any transfer expenses, duties, stamp taxes, or other transfer costs with regard to the sale and transfer of Seller’s Shares to Buyer.
Transfer duties. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”)), its selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense whatsoever in respect of any stamp duty and (if applicable) stamp duty reserve tax and all other similar taxes and duties wherever imposed, including any related costs, fines, interest and/or penalties (each a “Transfer Duty” and together “Transfer Duties”) which are paid by the Underwriters or any Affiliate thereof in respect of (i) the acquisition of the Securities pursuant to the arrangements contemplated by this Agreement through the facilities of DTC, (ii) the issuance and transfer of the JerseyCo Subscriber Shares or, if applicable, the JerseyCo Option Closing Preference Shares, pursuant to the arrangements contemplated by this Agreement (iii) the initial sale and delivery (including any agreement for sale or delivery) by the Underwriters of the Securities in book-entry form within DTC to purchasers thereof, and (iv) the execution, delivery and performance of this Agreement and the transactions contemplated thereby (including the AQN Private Placement), provided that the Company shall not be liable to make a payment under this Section (A) where the relevant Transfer Duty arises as a result of any transfer of, or agreement to transfer, the Securities subsequent to any such initial sale or delivery by the Underwriters to purchasers thereof pursuant to the arrangements contemplated by this Agreement (B) to the extent it consists of any loss, liability, expense, interest, fines or penalties that are attributable to the unreasonably delay of the Underwriters or its agents (C) to the extent that it arises or is increased as a result of the Underwriters (or any of its agents) signing or executing in the United Kingdom any document effecting the issuance or transfer of the JerseyCo Subscriber Shares, if applicable, the JerseyCo Option Closing Preference Shares, or bringing any such document into the United Kingdom except for the purposes of admitting such document as evidence in civil court proceedings in the United Kingdom and except as required by law or (D) to the extent that the Company has made payment or reimbursement in respect of such Transfer Duty under the Subscription and ...
Transfer duties. Any transfer duties payable as a result of any transfer required pursuant to the terms of this Schedule 4 shall be borne by the Compulsory Transferor and if the Other Shareholder pays any such transfer duties the Compulsory Transferor agrees that it shall pay to such Other Shareholder an amount equal to such transfer duty within 5 Business Days of a demand for payment from such Other Shareholder. SCHEDULE 5 FAIR MARKET VALUE The following provisions shall apply for the purposes of determining Fair Market Value:
Transfer duties. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”)), its selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense whatsoever in respect of any stamp duty and (if applicable) stamp duty reserve tax and all other similar taxes and duties wherever imposed, including any related costs, fines, interest and/or penalties (each a “Transfer Duty” and together “Transfer Duties”) which are paid by the Underwriters or any Affiliate thereof in respect of (i) the acquisition of the Securities pursuant to the arrangements contemplated by this Agreement through the facilities of DTC, (ii) the issuance and transfer of the JerseyCo Subscriber Shares or, if applicable, the JerseyCo Option Closing Preference Shares, pursuant to the arrangements contemplated by this Agreement (iii) the initial sale and delivery (including any agreement for sale or delivery) by the Underwriters of the Securities in book-entry form within DTC to purchasers thereof, and (iv) the execution, delivery and performance of this Agreement and the transactions contemplated thereby (including the AQN Private Placement), provided that the Company shall not be liable to make a payment under this Section (A) where the relevant Transfer Duty arises as a result of any transfer of, or agreement to transfer, the Securities subsequent to any such initial sale or delivery by the Underwriters to purchasers thereof pursuant to the arrangements contemplated by this Agreement (B) to the extent it consists of any loss, liability, expense, interest, fines or penalties that are attributable to the unreasonably delay of the Underwriters or its agents (C) to the extent that it arises or is increased as a result of the Underwriters (or any of its agents) signing or executing in the United Kingdom any document effecting the issuance or transfer of the JerseyCo Subscriber Shares, if applicable, the JerseyCo Option Closing Preference Shares, or bringing any such document into the United Kingdom except for the purposes of admitting such document as evidence in civil court proceedings in the United Kingdom and except as required by law or (D) to the extent that the Company has made payment or reimbursement in respect of such Transfer Duty under the Subscription and ...