Transfer of Hibbing Entities Sample Clauses

Transfer of Hibbing Entities. Sellers shall use commercially reasonable efforts to (x) negotiate and conclude a transfer of either (i) all of Parent's equity interests in Hibbing Land Corporation and Bethlehem Hibbing Corporation or (ii) all or substantially all of Hibbing Land Corporation's and Bethlehem Hibbing Corporation's assets to Cleveland-Cliffs Inc, an Ohio corporation, or any of its Affiliates in exchange for consideration consisting solely of cash or the assumption of certain liabilities (the "HIBBING SALE") on terms satisfactory to Parent, Buyer and the Bankruptcy Court and (y) obtain any Consent that may be necessary in connection therewith. Buyer shall promptly upon request by Sellers directly pay or reimburse all expenses of Sellers in negotiating and concluding the Hibbing Sale, including, without limitation, all of Sellers' legal fees and expenses, whether or not the Hibbing Sale is consummated. Sellers shall use commercially reasonable efforts to conclude the Hibbing Sale on the Closing Date and to assist Buyer in any negotiations between Buyer and Cleveland-Cliffs Inc or other parties ancillary to the Hibbing Sale. If the Hibbing Sale is not concluded on the Closing Date, Sellers shall assign all of Parent's equity interest in Hibbing Land Corporation and either (i) all of Parent's equity interest in Bethlehem Hibbing Corporation or (ii) all or substantially all of Bethlehem Hibbing Corporation's assets to Buyer and shall assign any agreements related to the Hibbing Sale to Buyer. Sellers shall not obligate themselves to conclude the Hibbing Sale or to agree to any payment to Cleveland-Cliffs Inc in lieu of the Hibbing Sale absent the prior written approval of Buyer and the Bankruptcy Court.
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Related to Transfer of Hibbing Entities

  • Transfer of Membership Interest The Sole Member may Transfer any part or all of its rights and interest (including, but not limited to, its Capital Account) in the Company (each a “Membership Interest”) now owned or hereafter acquired to any Person, and the transferee of such Membership Interest shall become a Member of the Company.

  • Transfer of Membership Interests (a) The Member may transfer its Membership Interest, in whole but not in part, but the transferee shall not be admitted as a Member except in accordance with Section 6.07. Until the transferee is admitted as a Member, the Member shall continue to be the sole member of the Company (subject to Section 1.02) and to be entitled to exercise any rights or powers of a Member of the Company with respect to the Membership Interest transferred.

  • Transfer of Know-How For the avoidance of doubt, unless specifically stated otherwise, nothing under this Agreement shall obligate Licensor to provide or otherwise make available to Licensee any copies or embodiments of any Know-How or make or provide or otherwise make available to Licensee any updates to any Know-How (even if Licensor or its Affiliates updates same for their own use).

  • Transfer of Acquired Assets At the Closing, Seller is transferring and shall transfer to Buyer, and the Transaction Agreements are effective to vest in Buyer, good, valid and indefeasible or marketable, fee simple or leasehold, as applicable, title to the Acquired Assets, free and clear of all Liens, other than Permitted Liens.

  • Transfer of Partnership Interests The foregoing power of attorney shall survive the delivery of an instrument of transfer by any Partner of the whole or any portion of or interest in its Partnership Interest, except that (i) where a Partner becomes a Former Partner, or (ii) where a Transferee of such Partnership Interest has been approved as a successor Partner and the Transferor shall thereupon cease being a Partner (all in accordance with this Agreement), then the power of attorney of the Former Partner or the Transferor Partner, as the case may be, shall survive the cessation of Partner status or the delivery of such instrument of transfer, as the case may be, for the sole purpose of enabling the attorneys-in-fact for such Former Partner or the Transferor Partner (or any of them) to execute, swear to, acknowledge and file any and all instruments necessary to effectuate or reflect such cessation, transfer and succession.

  • Transfer of Interests The Member may sell, assign, pledge, encumber, dispose of or otherwise transfer all or any part of the economic or other rights that comprise its Interest. The transferee shall have the right to be substituted for the Member under this Agreement for the transferor if so determined by the Member. No Member may withdraw or resign as Member except as a result of a transfer pursuant to this Section 7 in which the transferee is substituted for the Member. None of the events described in Section 18-304 of the Act shall cause the Member to cease to be a Member of the Company.

  • Trust Certificates and Transfer of Interests Section 3.01 [Reserved].

  • Transfer of Employees 4.16 At least three (3) regular work days' notice shall be given to the Union and the employees before workers are transferred from one reporting headquarters to another reporting headquarters. Upon failure to give three (3) days' notice, as stated above, the Employer shall pay one (1) additional day's subsistence for each day notice is not given, as defined in paragraph 5.2 to the existing shop headquarters. Where such penalty is applicable, it shall be based upon the headquarters from which the employee is being transferred. The notice of transfer required by this Section to be given to the Union shall be in writing to the Local Union's Business Office. The postmark date of such letter shall govern compliance. If the transfer is the result of the employee's request made through his/her Xxxxxxx or if no Xxxxxxx is available, the Business Representative, the reimbursement shall be waived. CAMP ACCOMMODATIONS

  • Assignment of Membership Interests The Assignment of Membership Interests shall have been fully executed and delivered to Purchaser.

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