Transfer of Legal Title. All parties acknowledge and agree that the legal transfer of the TD Assets will occur on the later of immediately after the IPO Closing Date and the date on which the last Material Consent is obtained, but in any event the Parties acknowledge that the Transferee is entitled to receive the net economic benefit derived from the operation of the Service Operations from and after the Effective Time, as provided in Section 2.1.
Transfer of Legal Title. (Go to paragraph G below) To Wife To Husband
Transfer of Legal Title. The transfer of the legal title to the Business by the Seller to the Purchasers, as meant in Clause 2.1.5, shall be implemented by means of the execution of a deed of assignment (the “Deed of Assignment”) and in connection therewith the Seller shall undertake all necessary actions, including but not limited to:
(A) informing the debtors of the Accounts Receivable in writing that the Accounts Receivable have been assigned to the Purchaser);
(B) requesting the counterparties to the Contracts in writing for their co-operation to the transfer of contract) to which the Seller is a party; and
(C) to the extent not already referred to in this Clause 3, the proper fulfilment of the applicable transfer requirements in respect of the Further Assets and Liabilities owned and/or held by the Seller. The Parties shall take any and all further actions as needed to transfer the legal title to the Business from the Seller to the Purchasers.
Transfer of Legal Title. The entire legal and beneficial title to the Contract CERs will pass to the Buyer upon Delivery whereby transfer of risk shall take place, except that, in the event of Transfer System Failure, the entire legal and beneficial title to Contract CERs will be deemed to pass to the Buyer on receipt of the relevant Certification Report by the CDM Executive Board.
Transfer of Legal Title. 10.1 The Crown covenants for the benefit of the governance entity and the Pakaitore trustees that it will:
10.1.1 arrange for the creation of two computer freehold registers for all the Wanganui Prison, in accordance with clause 7.40(aa)(ii); and practicable, but no later than five years after the actual Wanganui Prison settlement date.
10.2 The covenant given by the Crown under paragraph 10.1 shall have effect and be enforceable, despite being positive in effect and there being no dominant tenement.
10.3 If paragraph 10.1 applies then, for the period from the actual Wanganui Prison settlement date until the date that the Crown transfers the title to the Wanganui Prison to the governance entity and the Pakaitore trustees:
10.3.1 the governance entity and the Pakaitore trustees will be the beneficial owners of that property as tenants in common in undivided half shares; and
10.3.2 all obligations and rights will be performed and arise as if full legal title had passed to the governance entity and the Pakaitore trustees on the actual Wanganui Prison settlement date. 11 SETTLEMENT PROVISIONS
11.1 On the Wanganui Prison settlement date:
11.1.1 the governance entity shall pay to the Crown by way of bank cheque drawn on a New Zealand registered bank and made payable to the land holding agency an amount equal to 50 percent of the transfer value (plus GST if any); and
11.1.2 subject to paragraph 10, the Crown shall concurrently deliver to the governance entity and the Pakaitore trustees (or a person authorised by those parties) all documents and instruments necessary to effect transfer of the Wanganui Prison to the governance entity and the Pakaitore trustees.
11.2 If from any cause whatever (save the default of the Crown):
11.2.1 all or any part of the transfer value payable by the governance entity;
11.2.2 or any other moneys payable by the governance entity or the Pakaitore trustees, to the Crown is not paid on the Wanganui Prison settlement date, the Crown shall not be obliged to give possession to the governance entity or to the Pakaitore trustees, and the governance entity shall pay to the Crown default interest at the rate of 12 percent per annum on all or that part of the transfer value (plusGST if any)so unpaid for the period from the Wanganui Prison settlement dateto theactual Wanganui Prison settlement date, but without prejudice to any other rights or remedies available to the Crown at law or in equity.
11.3 If, without the written agreement of the par...
