Transfer of Interests in Real Property Sample Clauses

Transfer of Interests in Real Property. On or prior to the Closing -------------------------------------- Date, the Transferors shall cause the Company to obtain the following documents with respect to the transfer of interests in real property: (1) terminations of lease (collectively, the "Terminations of Lease") in the forms attached hereto as Exhibit 5.18A terminating the existing leases with respect to the Leased Real Property. (2) leases (collectively, the "New Leases") substantially in the forms attached hereto as Exhibit 5.18B between the Company and the applicable landlord respecting the Leased Real Property. (3) the following executed documents from each landlord respecting the Leased Real Property: (A) a memorandum of lease pertaining to each New Lease in form and substance reasonably satisfactory to the Transferee (collectively, the "Memoranda of Leases"); and (B) a landlord-lender agreement substantially in the form attached hereto as Exhibit 5.18C (collectively, the "Landlord-Lender Agreements") in favor of MedSource's and/or the Transferee's lender(s) in form and substance satisfactory to such lender providing, inter alia, that such lender(s) may occupy the premises leased under each New Lease for the purpose of taking possession of, removing and/or selling Transferee's personalty located thereon. (4) subordination, non-disturbance and attornment agreements and estoppel certificates signed by each holder of a mortgage or deed of trust encumbering the Leased Real Property each (collectively, the "SNDA Agreements" and, individually, a "SNDA Agreement") for each of the New Leases. (5) Landlord-Lender Agreements and SNDA Agreements from any lessor under any ground, superior or underlying lease covering the Leased Real Property. (6) each SNDA Agreement shall be in recordable form and the SNDA Agreements shall be duly executed, delivered and acknowledged by each applicable lender or landlord, as the case may be. (7) (A) true and complete copies of all available material maintenance records for the Leased Real Property; (B) a validly issued permanent certificate of occupancy for each of the buildings comprising a part of the Leased Real Property; (C) all original material licenses and permits, authorizations and approvals pertaining to the current operations at the Leased Real Property; and (D) all material guarantees and warranties which the Company has received in connection with any work or services performed or equipment installed in the aforementioned buildings and all improvements e...
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Transfer of Interests in Real Property. (a) At the Closing the Seller shall, enter into assignments, each in form reasonably acceptable to the Buyer (collectively, the "Assignments" and, individually, an "Assignment") of each of the Real Property Leases with respect to each parcel of the Leased Real Property, each such Assignment containing a covenant of good title and the Seller's representation and warranty that (i) there have been no prior assignments of the Real Property Leases, (ii) such Real Property Leases are in full force and effect and are enforceable in accordance with their terms and (iii) neither the Real Property Leases nor the security deposits made thereunder are then subject to any Liens. At the Closing, the Seller shall deliver to the Buyer consents and estoppel certificates (the "Landlord Consent and Estoppel Certificates"), in form reasonably acceptable to the Buyer, executed by the landlord under each of the Real Property Leases consenting to the assignment of the Real Property Leases and stating that there are no defaults thereunder. (b) The following are to be apportioned between the parties as of and on the Closing Date: (i) ad valorem, real estate and personal property Taxes, water charges, and sewer rents; (ii) charges and payments payable under the transferable contracts and agreements; and (iii) with respect to the Leased Real Property, rent, utilities, including telephone, steam, electricity and gas.
Sample 1

Related to Transfer of Interests in Real Property

  • 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.

  • 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. (b) To the fullest extent permitted by law, any purported transfer of any Membership Interest in violation of the provisions of this Agreement shall be wholly void and shall not effectuate the transfer contemplated thereby. Notwithstanding anything contained herein to the contrary and to the fullest extent permitted by law, the Member may not transfer any Membership Interest in violation of any provision of this Agreement or in violation of any applicable federal or state securities laws.

  • 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 Interest The Interest is personal property and may be transferred or assigned, in whole or in part, as permitted by the Equityholders Agreement, in the sole discretion of the Member. Notwithstanding anything to the contrary set forth herein, no Interest in the Company may be issued, transferred or pledged in any manner whatsoever except in compliance with all applicable Gaming Licenses and Gaming Laws, except as contemplated by Section 9.2.

  • Sale or Transfer of Assets; Suspension of Business Operations The Borrower will not sell, lease, assign, transfer or otherwise dispose of (i) the stock of any Subsidiary, (ii) all or a substantial part of its assets, or (iii) any Collateral or any interest therein (whether in one transaction or in a series of transactions) to any other Person other than the sale of Inventory in the ordinary course of business and will not liquidate, dissolve or suspend business operations. The Borrower will not transfer any part of its ownership interest in any Intellectual Property Rights and will not permit any agreement under which it has licensed Licensed Intellectual Property to lapse, except that the Borrower may transfer such rights or permit such agreements to lapse if it shall have reasonably determined that the applicable Intellectual Property Rights are no longer useful in its business. If the Borrower transfers any Intellectual Property Rights for value, the Borrower will pay over the proceeds to the Lender for application to the Obligations. The Borrower will not license any other Person to use any of the Borrower’s Intellectual Property Rights, except that the Borrower may grant licenses in the ordinary course of its business in connection with sales of Inventory or provision of services to its customers.

  • Transfer of Optioned Interests For each exercise of the Equity Interest Purchase Option: 1.4.1 Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s); 1.4.2 Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto; 1.4.3 Party B shall execute an equity interest transfer contract with respect to each transfer with Party A and/or each Designee (whichever is applicable), in accordance with the provisions of this Agreement and the Equity Interest Purchase Option Notice regarding the Optioned Interests; 1.4.4 The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests to Party A and/or the Designee(s), unencumbered by any security interests, and cause Party A and/or the Designee(s) to become the registered owner(s) of the Optioned Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney. “Party B’s Equity Interest Pledge Agreement” as used in this Agreement shall refer to the Interest Pledge Agreement executed by and among Party A, Party B and Party C on the date hereof and any modification, amendment and restatement thereto. “Party B’s Power of Attorney” as used in this Agreement shall refer to the Power of Attorney executed by Party B on the date hereof granting Party A with power of attorney and any modification, amendment and restatement thereto.

  • 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.

  • Certificates and Transfer of Interests Section 4.01. Initial Ownership 12 Section 4.02. The Certificates 12 Section 4.03. Execution, Authentication and Delivery of Certificates 12 Section 4.04. Registration of Transfer and Exchange of Certificates 12 Section 4.05. Mutilated, Destroyed, Lost or Stolen Certificates 13 Section 4.06. Persons Deemed Owners 14 Section 4.07. Access to List of Certificateholders’ Names and Addresses 14 Section 4.08. Maintenance of Office or Agency 14 Section 4.09. Restrictions on Transfers of Certificates 14

  • Permitted Transfers Within Escrow 5.1 Transfer to Directors and Senior Officers (1) You may transfer escrow securities within escrow to existing or, upon their appointment, incoming directors or senior officers of the Issuer or any of its material operating subsidiaries, if the Issuer’s board of directors has approved the transfer. (2) Prior to the transfer the Escrow Agent must receive: (a) a certified copy of the resolution of the board of directors of the Issuer approving the transfer; (b) a certificate signed by a director or officer of the Issuer authorized to sign, stating that the transfer is to a director or senior officer of the Issuer or a material operating subsidiary and that any required approval from the Canadian exchange the Issuer is listed on has been received; (c) an acknowledgment in the form of Schedule “B” signed by the transferee; (d) copies of the letters sent to the securities regulators described in subsection (3) accompanying the acknowledgement; and (e) a transfer power of attorney, completed and executed by the transferor in accordance with the requirements of the Issuer’s transfer agent. (3) At least 10 days prior to the transfer, the Issuer will file a copy of the acknowledgement with the securities regulators in the jurisdictions in which it is a reporting issuer.

  • Equity Interests and Ownership The Equity Interests of each of Borrower and its Subsidiaries have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Borrower or any of its Subsidiaries is a party requiring, and there is no membership interest or other Equity Interests of Borrower or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Borrower or any of its Subsidiaries of any additional membership interests or other Equity Interests of Borrower or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase a membership interest or other Equity Interests of Borrower or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Borrower and each of its Subsidiaries as of the Third Restatement Date.

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