Transfer Instrument. An instrument implementing the Transfer.
Transfer Instrument. An instrument executed by the Transferring Member and the Transferee implementing the Transfer, in substantially the form of Exhibit C hereto or such other form that is reasonably satisfactory to the Manager (which approval shall not be unreasonably withheld or delayed) and which contains: (A) the notice address of the Transferee; (B) if applicable, the Parent of the Transferee; (C) the number of Units as to each class of Membership Interest held by the Transferring Member and held by the Transferee after the Transfer (which must total the number of Units as to each class of Membership Interest held by the Transferring Member before the Transfer); (D) the Transferee’s ratification of this Agreement and its confirmation that the representations and warranties in Article VIII applicable to it are true and correct with respect to it; (E) the Transferee’s ratification of the Investment Documents to which the Transferring Member is a party and agreement to be bound by them to the same extent that the Transferring Member was bound by them prior to the Transfer, including the assumptions of all liabilities and obligations thereunder with respect to the Transferred Membership Interest (including, without limitation and for the avoidance of doubt, each Member’s indemnification obligations under Article XI in connection with any Indemnification Claims arising out of or resulting from actions of the Member (or any successor thereto) as Manager prior to any replacement of the Manager pursuant to Section 6.4); and (F) representations and warranties by the Transferring Member and its Transferee that the Transfer and the admission of the Transferee as a Member is being made in accordance with all applicable Law, and that the applicable conditions set forth in this Section 9.3 have been satisfied. Upon any such Transfer, the Manager shall update Annex I and the Register appropriately, and shall provide such updated Register to each Member.
Transfer Instrument. No Transfer consented to by Landlord shall be valid unless Tenant shall deliver to Landlord, within ten (10) days after Landlord's written consent has been received, a duplicate original instrument of Transfer duly executed by Tenant and the Transferee. Such instrument shall provide that (i) the Transferee shall take subject to this Lease, (ii) the Transferee shall also fulfill all obligations of Tenant under this Lease as they pertain to the portion of the Premises set forth in the Transfer, and (iii) with respect to such portion of the Premises the Transferee shall be deemed to be Tenant under this lease.
Transfer Instrument. Seller shall have duly signed and delivered to Buyer a transfer instrument, in form and substance satisfactory to Buyer, transferring the Interests to Buyer.
Transfer Instrument. The term “Transfer Instrument” shall have the meaning given to that term in the Sale and Servicing Agreement.
Transfer Instrument. Sections 8.7 of the Lease is deleted as redundant based upon the revisions to Lease above set forth.
Transfer Instrument. Transfer of the Mineral Rights and filing of the official document requesting to register such instrument shall be effected in accordance with the Transfer Instrument. PROMISOR hereby agrees to use all commercially reasonable efforts to take such steps and meet such requirements necessary to transfer the Mineral Rights including any registrations with the DNPM, and PROMISOR shall provide all information and prepare and present all other documents as required. Upon completion of such transfer, PROMISOR shall promptly deliver to PROMISEE all original documents relating to the Mineral Rights in its possession.
Transfer Instrument. Subject to Section 2.1(f), the parties hereto agree that this Agreement shall constitute the transfer instrument effecting each of the transfers and contributions of partnership interests and limited liability company interests, as applicable, contemplated by Section 2.1(a) and (b) at the time and in the sequence contemplated by Section 2.1(a) and (b).
Transfer Instrument. Every Transfer of Securities hereunder shall be made by an instrument of Transfer in the usual or common form or in any other form which may be approved by the Board of Directors. Every instrument of Transfer must be signed by the transferor or where the transferor is a corporation given under its common seal or signed on its behalf by a duly authorized officer or agent and the transferor shall remain the owner of the Securities to be transferred until the name of the transferee is entered in the Register in respect thereof. Every instrument of Transfer must be lodged for registration at the place where the Register shall for the time being be kept accompanied by the certificate for the Securities all or part of the nominal amount of which is to be transferred and such other evidence as the Directors or other officers of UK Parent or TW UK, as the case may be, authorized to deal with transfers may require to prove the title of the transferor or his right to Transfer the Securities and, if the instrument of Transfer is executed by some other person on his behalf, the authority of the person signing the same. All instruments of Transfer which shall be registered may be retained by UK Parent or TW UK, as the case may be.
