Transfer of Assets to Trust Sample Clauses

Transfer of Assets to Trust. 13.1. Sealaska hereby transfers and delivers to the Trustees $1,000 to constitute the original assets of the Trust. This property, together with any other property which may hereafter be conveyed to the Trustees shall constitute the Trust Fund and shall be held, administered, and distributed as provided in this Agreement.
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Transfer of Assets to Trust. Pursuant to the Plan and upon the occurrence of the Effective Date, the parties to the Settlement Agreement will contribute their share of assets set forth in the Settlement Agreement to the Trust to be held in trust and for the uses and purposes stated in this Trust Agreement and in the Plan. The Trustee is hereby authorized to file with the proper governmental authorities any and all documents necessary or helpful to establish the Trust.
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Transfer of Assets to Trust. All legal and beneficial right, title, and interest of the Company in and to the Transferred Assets are hereby irrevocably and unconditionally vested in the Liquidating Trust as of the Transfer Date for the benefit of the Distribution Trusts on behalf of their respective beneficiaries. From and after the Transfer Date, all of the Transferred Assets shall be administered by the Trustee for the benefit of the Distribution Trusts on behalf of their respective beneficiaries. In connection with the creation of the Liquidating Trust, the Company shall execute and deliver and have executed or caused to be executed and delivered to, or upon the order of, the Trustee, any and all documents and other instruments as may be necessary or useful to convey the Transferred Assets to, and to confirm title to the Transferred Assets in the Liquidating Trust. The Company will, upon reasonable request of the Trustee, execute, acknowledge and deliver such further instruments and do such further acts as may be necessary or proper to transfer, or evidence the transfer of, all or any portion of the Transferred Assets to the Trustee intended to be conveyed hereby and to vest in the Trustee the powers, instruments or funds in trust hereunder.
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Transfer of Assets to Trust. The Seller understands that the Transferor intends to transfer the Leases, the related Lease Receivables and Equipment and its rights under this Agreement to the Trust pursuant to the Pooling and Servicing Agreement and hereby consents to the assignment of all or any portion of this Agreement by the Transferor to the Trust. The Seller agrees that the Trustee may exercise the rights of the Transferor hereunder and shall be entitled to all of the benefits of the Transferor hereunder to the extent provided for in the Pooling and Servicing Agreement.
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Transfer of Assets to Trust. 4 2.4 NO REVERSION TO THE CORPORATION....................................4 2.5 INSTRUMENTS OF FURTHER ASSURANCE...................................5 2.6 ASSUMPTION OF THE CORPORATION'S LIABILITIES........................5 2.7 ASSIGNMENT FOR BENEFIT OF BENEFICIARIES............................5
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Transfer of Assets to Trust. All right, title, and interests of the Corporation in and to the Assets are hereby vested in the Liquidating Trust for the benefit of the Beneficiaries. From and after the Transfer Date, all of the Assets shall be administered by the Trustee on behalf of the Beneficiaries. Prior to the creation of the Liquidating Trust, the Corporation shall have executed or caused to be executed and delivered to, or upon the order of, the Trustee, any and all documents and other instruments as may be necessary or useful to convey the Assets to, and to confirm title to the Assets in, the Liquidating Trust (a list of such documents is set forth on Schedule D attached hereto). The Corporation will, upon reasonable request of the Trustee, execute, acknowledge and deliver such further instruments and do such further acts as may be necessary or proper to transfer to the Trustee any portion of the Assets intended to be conveyed hereby and to vest in the Trustee the powers, instruments or funds in trust hereunder. The Corporation and the Trustee acknowledge that an amount of cash that would otherwise have been transferred to the Trustee as Assets shall be loaned from the Liquidating Trust to the Corporation pursuant to that certain Promissory Note Secured by Deed of Trust, dated as of the date hereof, in the original principal amount of $10,750,000, with such Promissory Note to be secured by that certain Deed of Trust with Assignment of Rents as Additional Security, dated as of the date hereof (collectively, the "Note Documents"), and the Trustee is hereby directed to accept such Note Documents on behalf of the Liquidating Trust in the form and with the terms as executed by the Corporation and delivered to the Trustee immediately following execution and delivery of this Agreement. The cash not transferred to the Trustee in the amount $10,750,000 shall be retained in the possession of the Corporation to fund such loan.
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Transfer of Assets to Trust. As of the Effective Date, the Corporation does hereby convey and assign, transfer and convent unto the Trust (the "TRANSFER"), all of the rights, titles, benefits and interest of the Corporation in and to the Assets (the "TRUST ASSETS") for the benefit of the Beneficiaries. Prior to the creation of the Trust, the Corporation shall have executed or caused to be executed and delivered to, or upon the order of, the Liquidating Trustee, any and all documents and other instruments as may be necessary or useful to convert the Assets to, and to confirm title to the Trust of the Assets. The Corporation will, upon reasonable request of the Trustees, execute, acknowledge and deliver such further instruments and do such further acts as may be necessary or proper to transfer to the Trust any portion of the Assets to be conveyed hereby and to vest in the Trust the powers, instruments or funds in trust hereunder.
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Transfer of Assets to Trust 
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Related to Transfer of Assets to Trust

  • Transfer of Assets Sell, transfer, lease, or otherwise dispose of any of its assets, except in the ordinary course of business.

  • Sale and Transfer of Assets Subject to the terms and conditions set forth in this Agreement, Seller agrees to sell, convey, transfer, assign and deliver to Buyer (or a wholly-owned subsidiary of Buyer), and Buyer agrees to purchase from Seller, all the assets, properties, and business of Seller used in the Business of every kind, character, and description, whether tangible, intangible, real, personal, or mixed, and wherever located, all of which are collectively referred to herein as the “Purchased Assets", including but not limited to, the following:

  • No Transfer of Assets Neither Seller nor its Related Persons will make any transfer of pension or other employee benefit plan assets to Buyer.

  • MERGER, CONSOLIDATION, TRANSFER OF ASSETS Merge into or consolidate with any other entity; make any substantial change in the nature of Borrower's business as conducted as of the date hereof; acquire all or substantially all of the assets of any other entity; nor sell, lease, transfer or otherwise dispose of all or a substantial or material portion of Borrower's assets except in the ordinary course of its business.

  • Sale and Transfer of Assets Closing 2.1 Assets to be Sold Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller’s right, title and interest in and to all of Seller’s property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including but not limited to the following (but excluding the Excluded Assets):

  • Disposition of Assets; Etc The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease, license, transfer, assign or otherwise dispose of any of its business, assets, rights, revenues or property, real, personal or mixed, tangible or intangible, whether in one or a series of transactions, other than inventory sold in the ordinary course of business upon customary credit terms, sales of scrap or obsolete material or equipment, the lapse of intellectual property of the Borrower or any of its Subsidiaries that is no longer useful or material to their business and sales of fixed assets the proceeds of which are used to purchase other property of a similar nature of at least equivalent value within 180 days of such sale, provided, however, that this Section 6.09 shall not (a) prohibit any sale or other transfer of an interest in accounts or notes receivable to a Securitization Entity pursuant to Permitted Securitization Transactions if the aggregate outstanding principal amount of the Indebtedness under all Permitted Securitization Transactions does not exceed $250,000,000, (b) prohibit any sale or other transfer of any asset of the Borrower or any Subsidiary to the Borrower or any Subsidiary that is a Guarantor and (c) prohibit any such sale, lease, license, transfer, assignment or other disposition if the aggregate book value (disregarding any write-downs of such book value other than ordinary depreciation and amortization) of all of the business, assets, rights, revenues and property sold, leased, licensed, transferred, assigned or otherwise disposed of after the Effective Date and on or prior to such transaction date shall be less than 40% of the aggregate book value of the Consolidated Total Assets as of the end of the fiscal year immediately preceding such transaction and the aggregate amount of businesses, assets, rights, revenues and property sold, leased, licensed, transferred, assigned or otherwise disposed of after the Effective date and on or prior to such transaction date shall be responsible for less than 40% of the consolidated net sales or net income of the Borrower and its Subsidiaries for the fiscal year immediately preceding the date of such transaction, and if immediately after any such transaction, no Default shall exist or shall have occurred and be continuing.

  • Consolidation, Merger or Sale or Transfer of Assets or Earning Power In the event that, at any time after a Person becomes an Acquiring Person, directly or indirectly, (i) the Company shall consolidate with, or merge with and into, any other Person, (ii) any Person shall consolidate with the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such merger and, in connection with such merger, all or part of the Common Shares shall be changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, or (iii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person other than the Company or one or more of its wholly-owned Subsidiaries, then, and in each such case, proper provision shall be made so that (A) each holder of a Right (except as otherwise provided herein) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-thousandths of a Preferred Share for which a Right is then exercisable, in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of Common Shares of such other Person (including the Company as successor thereto or as the surviving corporation) as shall equal the result obtained by (x) multiplying the then current Purchase Price by the number of one one-thousandths of a Preferred Share for which a Right is then exercisable and dividing that product by (y) 50% of the then current per share market price of the Common Shares of such other Person (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (B) the issuer of such Common Shares shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (C) the term "Company" shall thereafter be deemed to refer to such issuer; and (D) such issuer shall take such steps (including, but not limited to, the reservation of a sufficient number of its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the Common Shares thereafter deliverable upon the exercise of the Rights. The Company covenants and agrees that it shall not consummate any such consolidation, merger, sale or transfer unless prior thereto the Company and such issuer shall have executed and delivered to the Rights Agent a supplemental agreement so providing. The Company shall not enter into any transaction of the kind referred to in this Section 13 if at the time of such transaction there are any rights, warrants, instruments or securities outstanding or any agreements or arrangements which, as a result of the consummation of such transaction, would eliminate or substantially diminish the benefits intended to be afforded by the Rights. The provisions of this Section 13 shall similarly apply to successive mergers or consolidations or sales or other transfers. For purposes hereof, the "earning power" of the Company and its Subsidiaries shall be determined in good faith by the Company's Board of Directors on the basis of the operating earnings of each business operated by the Company and its Subsidiaries during the three fiscal years preceding the date of such determination (or, in the case of any business not operated by the Company or any Subsidiary during three full fiscal years preceding such date, during the period such business was operated by the Company or any Subsidiary).

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