TRANSFER OF PHASE II OWNER'S INTEREST Sample Clauses

TRANSFER OF PHASE II OWNER'S INTEREST. If Opus West or any subsequent Phase II Owner transfers (other than for collateral security purposes) its ownership interest in the Phase II Building, the transferor is automatically relieved of all obligations on the part of the Phase II Owner accruing under this Letter Agreement from and after the date of such transfer, provided that the transferee agrees in writing to assume such obligations. The Phase II Owner's covenants and obligations in this Letter Agreement bind each successive Phase II Owner only during and with respect to its respective period of ownership. In the event that Opus West elects to transfer its ownership interest in the Phase II Building to a third party, Opus West agrees to disclose the terms and provisions of this Letter Agreement to such third party in connection with such transfer. Assuming that the foregoing rights correctly describe your understanding of those rights granted to JDA under the Lease that expressly survived the termination thereof, please have the appropriate JDA representative acknowledge its agreement with the terms and provisions herein by signing this letter in the space provided below and returning a copy thereof to my attention via facsimile at 000-000-0000. [OPUS LETTERHEAD] If you have questions or comments concerning any of the matters contained herein, do not hesitate to contact me. Very truly yours, OPUS WEST CORPORATION, a Minnesota corporation By /s/ Xxxxxx X. Xxxxxxx --------------------- Name: Xxxxxx X. Xxxxxxx Title: President AGREED AND ACKNOWLEDGED this 30th day of June, 2003: JDA SOFTWARE GROUP, INC., a Delaware corporation By /s/ Xxxxxxx X. Xxxxxxxx ----------------------- Name: Xxxxxxx X. Xxxxxxxx Title: EVP/CFO cc: Xxxxxx X. Xxxx, Esq. (via interoffice delivery) Mr. Xxxx Xxxxxxx (via interoffice delivery) Xx. Xxxxxx Xxxxxxxx (via interoffice delivery) Xx. Xxxxxxx X. Mast (via facsimile: 602-530-8500)
Sample 1
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Related to TRANSFER OF PHASE II OWNER'S INTEREST

  • Transfer of Possession Possession of the Property shall be transferred to Purchaser at the time of Closing subject to the Permitted Encumbrances.

  • Transfer of Landlord’s Interest Tenant acknowledges that Landlord has the right to transfer all or any portion of its interest in the Project or Building and in this Lease, and Tenant agrees that in the event of any such transfer, Landlord shall automatically be released from all liability under this Lease and Tenant agrees to look solely to such transferee for the performance of Landlord’s obligations hereunder after the date of transfer and such transferee shall be deemed to have fully assumed and be liable for all obligations of this Lease to be performed by Landlord, including the return of any Security Deposit, and Tenant shall attorn to such transferee.

  • 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 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.

  • Certificate and Transfer of Interest 8 SECTION 3.1. Initial Ownership..................................................... 8 SECTION 3.2. The Certificate....................................................... 8 SECTION 3.3. Authentication of Certificate......................................... 8 SECTION 3.4. Registration of Transfer and Exchange of Certificate.................. 9 SECTION 3.5. Mutilated, Destroyed, Lost or Stolen Certificates..................... 9 SECTION 3.6.

  • 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 Ownership Trust..........................................................

  • Certificates and Transfer of Interests 9 Section 3.1 Initial Ownership 9 Section 3.2 The Certificates 9 Section 3.3 Authentication of Certificates 10 Section 3.4 Registration of Certificates; Transfer and Exchange of Certificates 10 Section 3.5 Mutilated, Destroyed, Lost or Stolen Certificates 12 Section 3.6 Persons Deemed Owners 13 Section 3.7 Access to List of Certificateholders’ Names and Addresses 13 Section 3.8 Maintenance of Office or Agency 14 Section 3.9 Appointment of Paying Agent 14

  • Transfer of Notes (a) Each Holder may Transfer up to 49% (in the aggregate) of its beneficial interest in its Note whether or not the related transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder shall not Transfer more than 49% (in the aggregate) of its beneficial interest in its Note unless (i) prior to a Securitization of any Note, the other Holder has consented to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (iii) such Transfer is to a Qualified Transferee, or (iv) such Transfer is in connection with a sale by a Securitization trust. Any such transferee must assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and the Servicing Agreement. Such proposed transferee (except in the case of Transfers that are made in connection with a Securitization) shall also remake each of the representations and warranties contained herein for the benefit of the other Holder. Notwithstanding the foregoing, without the non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with such Securitization, no Holder shall Transfer all or any portion of its Note to the Borrower or an Affiliate of the Borrower and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee.

  • 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.

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