Transfer of Beneficial Interest. The Trustor may assign, convey or otherwise transfer to a single institutional investor all (but not less than all) of the Beneficial Interest then owned by the Trustor, provided that it gives the Lessee and the Indenture Trustee at least 10 Business Days' notice of such assignment, conveyance or other transfer and provided further that the transferor Trustor shall remain liable for all obligations of the Trustor under this Agreement and the Operative Agreements to which the Trustor is a party to the extent (but only to the extent) incurred on or before the date of such transfer and provided that the transferee agrees by a written instrument in form and substance reasonably satisfactory to the Indenture Trustee, the Owner Trustee and the Lessee to assume primary liability for all obligations as a trustor under this Agreement and the other Operative Agreements to which such trustor is a party incurred after the date of transfer and the Trustor shall remain secondarily liable for all such obligations assumed by its successor as Trustor; provided, that the Trustor need not so agree to remain and shall not be so secondarily liable if (a) such transferee is (i) a bank, savings institution, finance company, leasing company or trust company, national banking association acting for its own account or in a fiduciary capacity as trustee or agent under any pension, retirement, profit sharing or similar trust or fund, insurance company, fraternal benefit society or corporation acting for its own account having a combined capital and surplus (or, if applicable, consolidated tangible net worth or its equivalent) of not less than $75,000,000, (ii) a subsidiary of any Person described in clause (i) where such Person provides (A) support for the obligations assumed by such transferee subsidiary satisfactory to the Lessee, the Owner Trustee and the Indenture Trustee or (B) an unconditional guaranty satisfactory to the Lessee, the Owner Trustee and the Indenture Trustee of such transferee subsidiary's obligations, or (iii) an Affiliate of the transferor Trustor, so long as such Affiliate has a combined capital and surplus (or, if applicable, consolidated tangible net worth or its equivalent) of not less than $75,000,000, (b) such transferee is legally capable of binding itself to the obligations of the transferor Trustor and expressly agrees to assume all obligations of the transferor Trustor under the Participation Agreement and this Agreement and (c) such transferee shall ...
Transfer of Beneficial Interest. If on a date prior to the Delivery Date, the Lessee shall have identified one or more Owner Participants ready, willing and able to acquire the Beneficial Interest of the Initial Owner Participant in consideration for such Owner Participant's or Owner Participants' agreement to participate in the Lessor's payment of the Purchase Price for the Aircraft on the Delivery Date, the Initial Owner Participant shall transfer its Beneficial Interest to such Owner Participant or Owner Participants on such date (the "Transfer Date"). On the Transfer Date, the document amendments contemplated by Section 2.03(a) hereof (subject to the limitations set forth in such Section) shall be effected and such amended documents delivered.
Transfer of Beneficial Interest. So long as TWA is ------------------------------- recorded on the books of the Slot Trust as the holder of record of the Beneficial Interest and the Beneficial Interest Certificate, TWA shall not transfer or assign the Beneficial Interest and/or the Beneficial Interest Certificate to any Person, except that TWA may pledge, transfer or assign the Beneficial Interest and the Beneficial Interest Certificate to the Collateral Agent under the Pledge Agreement and to no other Person. At such time as the Collateral Agent becomes the holder of record of the Beneficial Interest and the Beneficial Interest Certificate, the Beneficial Interest and the Beneficial Interest Certificate shall be fully transferable and assignable. Any assignment of the Beneficial Interest or Beneficial Interest Certificate in violation of this Agreement shall be null and void ab initio.
Transfer of Beneficial Interest. The provisions of Sections 25.2 and 25.3 shall be applicable to any sale, assignment, transfer or other conveyance by Owner Participant of all or any portion of its right, title and/or interest in or to the Aircraft, this Lease and/or the Beneficial Interest or by applicable Law as applied thereto.
Transfer of Beneficial Interest. 5.1 The parties agree that the beneficial interest in the Shares acquired pursuant to Clause 3.1 above will be transferred from each of the Sellers (or each of Ruixin, Yuncai and Diverso as the case may be) to the Buyer on:-
Transfer of Beneficial Interest. The Initial Owner Participant may, on the Delivery Date (or, if earlier, the Transfer Date), assign, convey or otherwise transfer its Beneficial Interest to one or more Persons to enable the Owner Trustee to purchase the Aircraft pursuant to Section 3.02 of the Participation Agreement.
Transfer of Beneficial Interest. To the fullest extent permitted by applicable law, the Beneficial Owner may not assign, convey or otherwise transfer all or any of its right, title and interest in all or any part of the beneficial interest in the Issuer. For purposes of clarification and without limiting the foregoing, to the fullest extent permitted by applicable law, any purported assignment, conveyance or transfer of all or any of any right, title and interest in all or any part of the beneficial interest in the Issuer to Fundo Único de Previdência Social do Estado do Rio de Janeiro – RIOPREVIDÊNCIA, in any capacity, by any Person shall be null and void.
Transfer of Beneficial Interest. 1.1 Langford hereby transfers to Xxxxx an undivided 100% beneficial interest in the DL Claim, in accordance with the terms of this Agreement.
Transfer of Beneficial Interest. As reflected in that certain Purchase and Sale Agreement among the Feeder Fund, the Master Fund and certain other parties, including certain other investors in the Master Fund dated as of the date hereof (The “Purchase and Sale Agreement”), the approval of the transfer of Interests to the Feeder Fund from such other investors in the Master Fund, in recognition of the investment in the Master Fund by the Feeder Fund of substantially all of the Feeder Fund’s assets, has been duly authorized by all necessary action on the part of the Board of Directors of the Master Fund. When so transferred in accordance with the terms of the Purchase and Sale Agreement and this Agreement, the Interests will be validly issued, fully paid and non-assessable.
Transfer of Beneficial Interest. In the event of any release and ------------------------------- delivery of any Escrow Property to Parent pursuant to, and in accordance with, the provisions of this Agreement, each Stockholder's and each Management Payee's beneficial interest in and to such Escrow Property shall terminate at that time and the entire beneficial interest in and to such Escrow Property shall become vested in Parent.
