Transfer of Purchased Interest. Upon payment of the Purchase Price by Balmoral to American Bonanza, American Bonanza shall:
(a) execute such instruments and take such other actions as may be necessary or reasonably requested by Balmoral to vest title to the Purchased Interest in Balmoral. Provided that Balmoral has filed within five business days of delivery by American Bonanza to Balmoral, the transfer application provided for in Schedule "N" and, a Transfer of Unpatented Mining Claims and unpatented mining claims in respect of the Ontario Property, any right, title or interest of American Bonanza in and to the Purchased Interest (or any portion thereof) that shall not have passed to Balmoral shall be held by American Bonanza in trust and as mandatory for Balmoral and American Bonanza shall transfer and assign the same, and take any other action with respect thereto, as Balmoral may request, acting reasonably; provided that American Bonanza shall not be required to take any action under this Section 4.2 which would result in the breach of any Applicable Laws, and provided that American Bonanza shall have no obligation to maintain any mining claims in good standing or, except as otherwise provided herein, preserve in any manner the Purchased Interest. Without limiting the generality of the foregoing, the Parties have executed concurrently with this agreement: (i) a Mining Rights Transfer Application as to all the mining titles related to the Québec Property, copy of which is attached hereto as Schedule “Q” Balmoral being authorized to file at its costs said Mining Rights Transfer Application with the “Ministère des Ressources naturelles et de la Faune” (MRNF), (Québec); (ii) a Transfer of Unpatented Mining Claims as to all the unpatented mining claims related to the Ontario Property, Balmoral being authorized to file, at its costs, the Transfer of Unpatented Mining Claims with the Ministry of Northern Development and Mines (Ontario); and (iii) an acknowledgement and direction authorizing registration of an electronic Transfer Deed of Land as to all of the patented mining claims related to the Ontario Property, Balmoral being authorized to register, at its own cost, said transfer; and
(b) assist Balmoral, as may be reasonably requested by Balmoral, to transfer the Website Material to Balmoral.
Transfer of Purchased Interest. 3.1 The Seller acknowledges and agrees for the benefit of the Buyer that, upon the delivery of the Purchase Price set out in Section 2.1 hereof:
(a) the Seller shall be deemed to have irrevocably sold, assigned, transferred and conveyed to the Buyer, and the Buyer shall be vested with and own, all right, title and interest in and to the Acquired Assets free and clear of all liens, charges and encumbrances;
(b) the Seller shall treat the Buyer as the sole and absolute legal and beneficial owner of all right, title and interest in and to all the Acquired Assets, and shall, to the extent not already performed at Closing, take all such actions as may be required to transfer to the Buyer sole and absolute legal title to the Acquired Assets; and
(c) the Seller shall not use, reproduce, modify, improve or create derivative works of the Acquired Formulas without the express, prior and written consent of the Buyer.
Transfer of Purchased Interest. At the Closing, the Sellers shall transfer to Buyer or its nominee the Purchased Interest, free and clear of all claims, liens, pledges, encumbrances, mortgages, charges, security interests, options, preemptive rights, restrictions or any other interests or imperfections of title whatsoever. The Company acknowledges that the Purchased Interest is unique and not otherwise available, and agree that, in addition to any other available remedies, Buyer may seek any equitable remedies to enforce performance by the Sellers hereunder, including, without limitation, an action for specific performance. Sellers and the Company shall take all reasonable efforts to ensure that all notifications regarding the transfer of the Purchased Assets is properly recorded with any state or local regulatory agency. Antonio Del Hierro and Xxxxx Xxxxxxxxxx, on behalf of the Sellers, shall agree, if necessary, to remain as interim officers and or directors of the Company if needed to ensure the Company’s state and local licenses remain unaffected. Antonio Del Hierro and Xxxxx Xxxxxxxxxx shall be reasonably compensated for their services, if any, during this transition period.
Transfer of Purchased Interest. (A) Transfer of a Purchased Interest will occur on (i) in the case of a transfer under Section 9.1, on a date selected by the Non-Impaired Member that is not more than 30 days after establishment of the Project’s value for purposes of Section 9.1 and (ii) in the case of a transfer under Section 9.2, on a date selected by the Initiating Member that is not later than 90 days after issuance of the Third-Party Offering Notice. The closing for the transfer of a Purchased Interest will be held at a location as agreed by the transferor and the transferee or, if they do not agree on a location, at the chief executive office of the Company.
(B) The purchase price due for a Purchased Interest will be payable in cash at the time of transfer of the Purchased Interest. The purchase price to be paid for a Purchased Interest will be adjusted to reflect accrued, liquidated liabilities (including accrued property taxes) that are not otherwise taken into account under Section 9.1 or 9.2, as well as other items typically prorated in the sale of real property in the area in which the Project is located.
(C) In connection with the transfer of a Purchased Interest, the transferee must agree to indemnify, defend and hold harmless the transferor and each Indemnified Affiliate of the transferor against claim, suit, action or other proceeding and all related loss, damages, judgments, settlements, obligations, liabilities, debts, damages and costs and expenses (including fees and disbursements of attorneys and other professionals and court costs) incurred by any of them on account of liabilities or obligations of the Company. Upon transfer of a Purchased Interest, the transferor will be released of all obligations to the Company, the Manager and the other Member under this Agreement to the extent performable after the date of the transfer.
(D) A Purchased Interest must be free of encumbrances and adverse claims at the time of its transfer, other than liens in favor of a Lender of the Company in connection with the Development Financing or a Refinancing Loan. A transferor will be in breach of its obligation under this Article 9 if its Purchased Interest is subject to any encumbrance or adverse claim at the time of transfer.
(E) The right of a Member to purchase a Purchased Interest may be assigned, in whole or part, to one or more of its Affiliates, but any such assignment by a Member will not relieve the Member from liability for performance of obligations for which it otherwise wou...
Transfer of Purchased Interest. In the event that NAPL has exercised the Option to acquire the Purchased Interest, the acquisition thereof shall be implemented in accordance with the following steps, it being recognized that the Transfer and Subscription Terms apply to the subscriptions and transfers set out in Steps 1 and 2 below:
Transfer of Purchased Interest. At the Closing, the Company shall transfer to Buyer or its nominee the Purchased Interest, free and clear of all claims, liens, pledges, encumbrances, mortgages, charges, security interests, options, preemptive rights, restrictions or any other interests or imperfections of title whatsoever. The Purchased Interest shall be allocated as twenty percent (20%) allocated to the first Three Hundred Fifty Thousand United States Dollars ($350,000) and the remaining twenty percent (20%) for the remaining Xxx Xxxxxxx Xxx Xxxxxxx xxx Xxxxx Xxxxxxxx Xxxxxx Xxxxxx Dollars ($1,650,000). The Company acknowledges that the Purchased Interest is unique and not otherwise available, and agree that, in addition to any other available remedies, Buyer may seek any equitable remedies to enforce performance by the Company hereunder, including, without limitation, an action for specific performance.
Transfer of Purchased Interest. At the Closing, effective as of the Effective Date, Seller hereby transfers to Buyer the Purchased Interest, free and clear of all claims, liens, pledges, encumbrances, mortgages, charges, security interests, options, preemptive rights, restrictions or any other interests or imperfections of title whatsoever. Seller agrees to cause to be executed, completed and delivered all required documents, and cause to be taken all further actions, to effectuate the intent of this Agreement, including, but not limited to, any documents required to be filed with any state or city regulatory body, and all other actions required to be taken on behalf of Seller and/or the Company, to evidence the transfer of the Membership Interest and procure all regulatory consents and approvals required in connection therewith, and covenants to obtain all such regulatory consents and approvals as promptly as practicable following the Closing. In addition, each of Seller and the Company agrees and covenants that it shall promptly assist and take such other actions on behalf of Buyer (in each case, as reasonably requested by Buyer) in connection with preparing, filing, communicating with regulatory authorities, and any and all other matters pertinent to advancing the approval process (including, without limitation, applications, notices, filings and other documents) associated with obtaining all requisite state and city regulatory approvals/consents for Buyer. Seller acknowledges that the Purchased Interest is unique and not otherwise available, and agrees that, in addition to any other available remedies, Buyer may seek any equitable remedies to enforce performance by Seller and the Company hereunder, including, without limitation, action for specific performance.
Transfer of Purchased Interest. Certificate(s) of membership interest, as applicable, and a membership interest power, duly endorsed by Seller, with respect to the transfer of the Purchased Interest from Seller to Buyer.
Transfer of Purchased Interest. At the Closing, the Sellers shall transfer to Buyer or its nominee the Purchased Interest, free and clear of all claims, liens, pledges, encumbrances, mortgages, charges, security interests, options, preemptive rights, restrictions or any other interests or imperfections of title whatsoever. The Sellers acknowledge that the Purchased Interest is unique and not otherwise available, and agree that, in addition to any other available remedies, Buyer may seek any equitable remedies to enforce performance by the Sellers hereunder, including, without limitation, an action for specific performance
Transfer of Purchased Interest. Subject to the terms and conditions of this Agreement, at the Closing, in simultaneous transactions
(a) the Pacific Seller will sell, assign, transfer, convey and deliver to the Pacific Purchaser and the Pacific Purchaser will purchase and accept from the Pacific Seller, a fifty percent (50%) general partnership interest in the Pacific Partnership (the “Pacific
