Transfer of Beneficial Interests. The interest of the Beneficiaries in the Cimarron Trust, which are reflected only on the records of the Cimarron Trust maintained by the Cimarron Trust, are not negotiable and may be transferred only after written notice to the Cimarron Trust, by order of the Court or by operation of law. The Cimarron Trust shall not be required to record any transfer in favor of any transferee where, in the sole discretion of the Cimarron Trust, such transfer is or might be construed to be ambiguous or to create uncertainty as to the holder of the interest in the Cimarron Trust. Until a transfer is in fact recorded on the books and records maintained by the Cimarron Trust for the purpose of identifying Beneficiaries, the Cimarron Trust, whether or not in receipt of documents of transfer or other documents relating to the transfer, may nevertheless make distributions and send communications to Beneficiaries, as though it has no notice of any such transfer, and in so doing the Cimarron Trust and Cimarron Trustee shall be fully protected and incur no liability to any purported transferee or any other Person. Interests in the Cimarron Trust may not be transferred to the Settlors, Reorganized Tronox, or any Persons related to any of the preceding (within the meaning of Section 468B(d)(3) of the Internal Revenue Code).
Transfer of Beneficial Interests. The interest of the Beneficiaries in the Environmental Response Trust, which are reflected only on the records of the Environmental Response Trust maintained by the Environmental Response Trust, are not negotiable and may be transferred only by order of the Court or by operation of law, and in any event, only after written notice to the Environmental Response Trust. The Environmental Response Trust shall not be required to record any transfer in favor of any transferee where, in the sole discretion of the Environmental Response Trust, such transfer is or might be construed to be ambiguous or to create uncertainty as to the holder of the interest in the Environmental Response Trust. Until a transfer is in fact recorded on the books and records maintained by the Environmental Response Trust for the purpose of identifying Beneficiaries, the Environmental Response Trust, whether or not in receipt of documents of transfer or other documents relating to the transfer, may nevertheless make distributions and send communications to Beneficiaries, as though it has no notice of any such transfer, and in so doing the Environmental Response Trust and Environmental Trustee shall be fully protected and incur no liability to any purported transferee or any other Person. Interests in the Environmental Response Trust may not be transferred to the Reorganized Debtors, DPH Holdings Corporation, or any Persons related to any of the preceding (within the meaning of Section 468B(d)(3) of the Internal Revenue Code).
Transfer of Beneficial Interests. (a) Upon the terms and subject to the conditions of this Agreement and the Trust Agreement, during the Transfer Period, Xxxxxx shall sell, transfer and contribute to WEST, and WEST shall acquire from Xxxxxx, in the manner set [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission. forth in clause (c), all of Xxxxxx’x right, title and interest in, to and under the Initial Asset Interests in each Initial Asset Trust, the related Initial Asset and each Related Asset, in each case free from any Encumbrance other than Permitted Encumbrances (all of the foregoing, collectively, the “Transferred Property”) but reserving, however, to Xxxxxx, in respect of each Initial Asset Interest, all claims for indemnities payable to Xxxxxx (or the applicable Asset Trust) under the related Lease in respect of any act or omission or events occurring prior to the Delivery Date for such Asset Interest (the “Retained Rights”), in exchange for the Cash Portion of the Purchase Price in respect of each such Initial Asset Interest to be remitted to Xxxxxx on the Delivery Date for the relevant Transferred Property, and Xxxxxx shall be deemed to have made a capital contribution to WEST in an amount equal to the excess of the Purchase Price of such Transferred Property over the Cash Portion of such Purchase Price, reduced by the aggregate amount of the Rental Payments and Usage Fees reported by Xxxxxx to WEST in respect of the relevant Initial Asset pursuant to Sections 2.03(b) and 2.04(b) and transferred from the Asset Purchase Account, and increased by any investment earnings of WEST on the Cash Portion of such Purchase Price.
(b) Effective on and as of the relevant Delivery Date as agreed by Xxxxxx and WEST during the Transfer Period (which, for the avoidance of doubt, may be a separate Delivery Date for the sale, transfer and assignment of each of the Initial Asset Interests) and subject to the terms and conditions contained in this Agreement, the sale, transfer and assignment of the Transferred Property will take place on such Delivery Date and WEST agrees to accept all ownership interests in, and Xxxxxx shall cease to have any direct ownership interest in, the Transferred Property; provided that Xxx...
Transfer of Beneficial Interests. (a) The interests of the Stockholder-Beneficiaries in the Trust (the "Trust Interests") are transferable only by will or intestate succession or, in the case of a corporation, partnership or other entity, to a successor entity, and in any such case such Trust Interest in the hands of such transferee will remain subject to the same restrictions on transfer as it was when held by the transferor. In addition to the foregoing, any Stockholder-Beneficiary may surrender his Trust Interest for no consideration by instrument in writing delivered to the Trustees, in which event such Stockholder-Beneficiary shall cease to be a Stockholder-Beneficiary as of the date such instrument is so delivered and shall have no further interest in or claim upon the Trust or its assets.
(b) The Trustees shall not be required to record any transfer in favor of any transferee which, in the sole discretion of the Trustees, is or might be construed to be ambiguous or to create uncertainty as to the owner of the beneficial interest or does not comply with the restrictions set forth in clause (a) of this Section 7. Until a transfer of any such beneficial interest is in fact recorded on the books and records maintained by the Trustees for the purpose of identifying Stockholder-Beneficiaries of the Trust, the Trustees, whether or not in receipt of documents of transfer or other documents relating to the transfer, may nevertheless make distribution of income and principal of the Trust, and send communications to Stockholder-Beneficiaries of the Trust, as though it had no notice of any such transfer, and in doing so the Trustees shall be fully protected and incur no liability to any purported transferee or any other person.
(c) If any conflicting claims or demands are made or asserted as to any interest of any Stockholder-Beneficiary, or there should be any disagreement among the transferees, assignees, heirs, representatives, or legatees succeeding to all or part of the interest of any Stockholder-Beneficiary resulting in adverse claims or demands in connection with such interest, then, in any of such events, the Trustees shall be entitled in their sole discretion, to refuse to comply with any such conflicting claims or demands. In so refusing, the Trustees may elect to make no payment or distribution to the interest involved, or any part thereof, and in so doing the Trustees shall not be or become liable to any such parties for their failure or refusal to comply with any of such conflicti...
Transfer of Beneficial Interests. The interest of the Beneficiaries in the Nevada Trust, which are reflected only on the records of the Nevada Trust maintained by the Nevada Trust, are not negotiable and may be transferred only after written notice to the Nevada Trust, by order of the Court or by operation of law. The Nevada Trust shall not be required to record any transfer in favor of any transferee where, in the sole discretion of the Nevada Trust, such transfer is or might be construed to be ambiguous or to create uncertainty as to the holder of the interest in the Nevada Trust. Until a transfer is in fact recorded on the books and records maintained by the Nevada Trust for the purpose of identifying Beneficiaries, the Nevada Trust, whether or not in receipt of documents of transfer or other documents relating to the transfer, may nevertheless make distributions and send communications to Beneficiaries, as though it has no notice of any such transfer, and in so doing the Nevada Trust and Nevada Trustee shall be fully protected and incur no liability to any purported transferee or any other Person. Interests in the Nevada Trust may not be transferred to the Settlors, Reorganized Tronox, or any Persons related to any of the preceding (within the meaning of Section 468B(d)(3) of the Internal Revenue Code).
Transfer of Beneficial Interests. The interest of the Beneficiaries in the West Chicago Trust, which are reflected only on the records of the West Chicago Trust maintained by the West Chicago Trust, are not negotiable and may be transferred, subject to the last sentence hereof, only after written notice to the West Chicago Trust, by order of the Court or by operation of law. The West Chicago Trust shall not be required to record any transfer in favor of any transferee where, in the sole discretion of the West Chicago Trust, such transfer is or might be construed to be ambiguous or to create uncertainty as to the holder of the beneficial interest in the West Chicago Trust. Until a transfer is in fact recorded on the books and records maintained by the West Chicago Trust for the purpose of identifying Beneficiaries, the West Chicago Trust, whether or not in receipt of documents of transfer or other documents relating to the transfer, may nevertheless make distributions and send communications to Beneficiaries, as though it has no notice of any such transfer, and in so doing the West Chicago Trust and West Chicago Trustee/Licensee shall be fully protected and incur no liability to any purported transferee or any other Person. Interests in the West Chicago Trust may not be transferred to the Settlors, Reorganized Tronox, or any Persons related to any of the preceding (within the meaning of Section 468B(d)(3) of the Internal Revenue Code).
Transfer of Beneficial Interests. Subject to compliance with the terms of this Section 6.6, each Beneficiary shall be permitted to transfer or assign its Beneficial Interest (each, a “Transfer”); provided that a Beneficiary shall not transfer its Beneficial Interest to any Person that, at the time of such Transfer, is a defendant in any pending action or suit that is being pursued by the Litigation Trustee. A Transfer shall only be effective upon the execution and delivery to the Litigation Trustee of a properly completed Transfer form for the Transfer of Beneficial Interests in the Trust (substantially in the form attached hereto as Exhibit B, together with any additional information reasonably requested by the Litigation Trustee, the "Transfer Form"). Upon receipt of such properly completed Transfer Form, the Litigation Trustee shall amend and update the Trust Register to reflect such Transfer.
Transfer of Beneficial Interests. The Trustee shall cause the Trust Registrar to be kept at the office of the Registrar and Transfer Agent or at such other place or places that shall be designated by the Trustee from time to time. A Beneficiary may transfer its Beneficial Interest, including any Beneficial Interest that is a Reserved Beneficial Interest, by delivery of (i) a duly executed written instrument of transfer in the form attached to this Trust Agreement as Exhibit A, (ii) during any period that the Trust is not subject to the reporting requirements of the Securities and Exchange Act of 1934, as amended, a certificate of the Beneficiary transferring its Beneficial Interest certifying that such Beneficiary has provided the transferee with copies of the most recent annual and all subsequent quarterly reports prepared by the Trustee pursuant to Section 5.1.3, and (iii) such other documents as may be reasonably required. Any such transfer shall be registered in the Trust Register. Such Person shall pay reasonable transfer charges established by, the Trustee or the Registrar and Transfer Agent for the purpose of reimbursing the Trust and the Registrar and Transfer Agent for the expenses incident thereto, including any tax or other governmental charge assessed in connection with such transfer. The Registrar and Transfer Agent need not register a transfer of Beneficial Interest that would cause the value of the Beneficial Interests of the transferor or the transferee to be worth less than $100.
Transfer of Beneficial Interests. A Trust Beneficiary may not transfer its Beneficial Interest in the Litigation Trust, except as may be required by operation of law.
Transfer of Beneficial Interests. The interest of the Environmental Trust Beneficiaries in the Environmental Custodial Trust, which are reflected only on the records of the Environmental Custodial Trust maintained by the Environmental Custodial Trust, are not negotiable and may be transferred only after written notice to the Environmental Custodial Trust, by order of the Court or by operation of law. The Environmental Custodial Trust shall not be required to record any transfer in favor of any transferee who, in the sole discretion of the Environmental Custodial Trust Trustee, is or might be construed to be ambiguous or to create uncertainty as to the holder of the interest in the Environmental Custodial Trust. Until a transfer is in fact recorded on the books and records maintained by the Environmental Custodial Trust for the purpose of identifying Environmental Trust Beneficiaries, the Environmental Custodial Trust, whether or not in receipt of documents of transfer or other documents relating to the transfer, may nevertheless make distributions and send communications to Environmental Trust Beneficiaries, as though it has no notice of any such transfer, and in so doing the Environmental Custodial Trust and Environmental Custodial Trust Trustee shall be fully protected and incur no liability to any purported transferee or any other Person. Interests in the Environmental Custodial Trust may not be transferred to the Settlors, Lyondell Chemical Company, its successors, its affiliates, or any Persons related to any of the preceding (within the meaning of Section 468B(d)(3) of the Internal Revenue Code).
