Transfer of Seller's Interest to Designated Affiliate Sample Clauses

Transfer of Seller's Interest to Designated Affiliate. (a) Notwithstanding anything to the contrary contained in this Agreement, DCWR may sell, transfer, assign and otherwise convey all, but not less than all, of its right, title and interest in the Collateral of the Trust, the Seller's Interest, the DCMOT Certificate, this Agreement, the Related Documents and any other agreement, document or instrument relating to this Agreement or the transactions contemplated hereby and its obligations as Seller hereunder and thereunder to a Designated Affiliate (such transaction is referred to herein as the "Designated Affiliate Transfer"); provided that such Designated Affiliate assumes the performance of every covenant and obligation of DCWR under this Agreement, the Related Documents and any such other agreement, document or instrument. Such assignment and assumption shall automatically occur ten Business Days following the date notice thereof is given by DCWR to the Trust, the Trustee, the Rating Agencies, any Agent and any Enhancement Providers or on such later date as of which the conditions set forth in Section 7.04(b) are satisfied.
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Transfer of Seller's Interest to Designated Affiliate. (a) Notwithstanding anything to the contrary contained in this Agreement, CARCO, as initial Seller, may sell, transfer, assign and otherwise convey all, but not less than all, of its right, title and interest in the Trust Assets, the Seller's Interest, the CARCO Certificate, this Agreement, the Related Documents and any other agreement, document or instrument relating to this Agreement or the transactions contemplated hereby and its obligations as Seller hereunder and thereunder to a Designated Affiliate (such transaction is referred to herein as the "Designated Affiliate Transfer"); provided that such Designated Affiliate assumes the performance of every covenant and obligation of CARCO under this Agreement, the Related Documents and any such other agreement, document or instrument. Such assignment and assumption shall automatically occur 10 Business Days following the date notice thereof is given by CARCO to the Trustee, the Rating Agencies, any Agent and any Enhancement Providers or on such later date as of which the conditions set forth in Section 7.04(b) are satisfied.
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Related to Transfer of Seller's Interest to Designated Affiliate

  • 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 Purchased Assets At each exercise of the Asset Purchase Option by Party A:

  • 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 Purchased Certificates (a) The Purchaser understands that the Purchased Certificates have not been registered under the Act, or any state securities laws and that no transfer may be made unless the Purchased Certificates are registered under the Act and under applicable state law or unless an exemption from registration is available. The Purchaser further understands that neither Washington Mutual nor the Trust is under any obligation to register the Purchased Certificates or make an exemption available. In the event that such a transfer is to be made within two years from the Closing Date without registration under the Act or applicable state securities laws, (i) the Trustee shall require, in order to assure compliance with such laws, that the Certificateholder's prospective transferee each certify to Washington Mutual, the Trustee and the Trust as to the factual basis for the registration or qualification exemption relied upon, and (ii) the Trustee or Washington Mutual may require an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Act and state securities laws, which Opinion of Counsel shall not be an expense of the Trust, the Trustee or Washington Mutual. Any such Certificateholder desiring to effect such transfer shall, and does hereby agree to, indemnify the Trust, the Trustee and Washington Mutual against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.

  • 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.

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

  • Continuing Security Interest; Transfer of Note This Pledge Agreement shall create a continuing security interest in the Collateral and shall

  • Assignment of Membership Interest Contributor shall have executed and delivered to Acquirer an Assignment and Assumption Agreement, in substantially the form of Exhibit A attached hereto (the "Assignment and Assumption Agreement");

  • Membership Interests; Additional Members Holdings is the sole initial Member of the Company as reflected in Exhibit A attached hereto. Additional Persons may be admitted to the Company as Members, and Membership Interests may be issued, on such terms and conditions as the existing Members, voting as a single class, may determine at the time of admission. The terms of admission or issuance must specify the Sharing Ratios applicable thereto and may provide for the creation of different classes or groups of Members or Membership Interests having different (including senior) rights, powers and duties. The Members may reflect the creation of any new class or group in an amendment to this Agreement, indicating the different rights, powers and duties, and such an amendment shall be approved and executed by the Members in accordance with the terms of this Agreement. Any such admission shall be effective only after such new Member has executed and delivered to the Members and the Company an instrument containing the notice address of the new Member, the new Member’s ratification of this Agreement and agreement to be bound by it.

  • 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.

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