Transfer to Subsidiary Sample Clauses

Transfer to Subsidiary. Subject to compliance with the other provisions of this ‎Article VII, the Manager may Transfer all of its Units at any time to any Person that is, at the time of such Transfer, a direct or indirect wholly owned Subsidiary of the Manager without the consent of any Member and may designate the transferee to become the new Manager for all purposes of this Agreement.
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Transfer to Subsidiary. Notwithstanding anything in this Section 3.4 to the contrary, Purchaser may transfer and assign its rights and obligations under this Agreement to one or more of its Wholly-owned Subsidiaries, provided that any such Subsidiary shall agree to become bound by the terms of this Agreement, including the representations and warranties contained in this Section 3.4, and provided, further that Purchaser shall remain liable for the performance of its obligations hereunder notwithstanding any such assignment.
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Transfer to Subsidiary. Subject to compliance with the other provisions of this ‎Article VII, the General Partner may Transfer all of its Interests at any time to any Person that is, at the time of such Transfer, a direct or indirect wholly owned Subsidiary of the General Partner without the consent of any Partner and may designate the transferee to become the new General Partner for all purposes of this Agreement.
Sample 1
Transfer to Subsidiary. A Member may Transfer all, but not less than all, of its Interest to a wholly-owned subsidiary of such Member if, prior to the Transfer, the transferee agrees in writing to be bound by and subject to all of the transferor’s obligations under this Agreement as if the transferee were the transferor and an original party hereto (provided that the transferee shall have only the transferor’s rights to allocations and distributions in accordance with this Agreement and shall not become or have any of the rights of a substituted Member absent the consent to the Transfer of a Majority in Interest of the Members).
Sample 1
Transfer to Subsidiary. In the event that Executive is transferred to an RCSB Entity other than the Bank, the Bank agrees that this Agreement shall be amended in such manner as may be necessary or appropriate to ensure that this Agreement will continue to provide Executive with the benefits and protections intended to be provided hereby.
Sample 1
Transfer to Subsidiary. Notwithstanding Section 4.1.1, Grantee may form a wholly owned subsidiary and assign its rights under this Agreement to such subsidiary without prior consent the City Council; provided, however, that Grantee shall provide notice of such assignment and full disclosure to the Commissioner of the Department of the Environment and the Corporation Counsel as to the nature of such subsidiary within thirty (30) days of such assignment.
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Transfer to Subsidiary. Notwithstanding anything in this Section 3.3 to the contrary, Purchaser may transfer and assign to its rights and obligations under this Agreement to one or more of its wholly-owned Subsidiaries, provided that any such Subsidiary shall have executed an investment letter containing the representations, and warranties contained in this Section 3.3.
Sample 1
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Transfer to Subsidiary. The Buyer may transfer or assign this Agreement to any of its subsidiaries at any such time after the date above set forth.
Sample 1
Transfer to Subsidiary. The Purchaser shall have transferred to the Subsidiary the Purchaser Excluded Assets as provided for in Section 1.4 hereof, and Sellers hereby approve of such transfer.
Sample 1

Related to Transfer to Subsidiary

  • Permitted Activities of Holdings Holdings shall not: (a) incur any third party Indebtedness for borrowed money other than Guarantees of Indebtedness or other obligations of the Borrower and/or any Restricted Subsidiary, which Indebtedness or other obligations are otherwise permitted or not prohibited hereunder; (b) create or suffer to exist any Lien on any asset now owned or hereafter acquired by it other than (i) the Liens created under the Collateral Documents and, subject to the Closing Date Intercreditor Agreement, the collateral documents relating to any Second Lien Term Loans, in each case, to which it is a party, (ii) any other Lien created in connection with the Transactions, (iii) Liens on the Collateral that are secured on a pari passu or junior basis with the Secured Obligations, so long as such Liens secure Guarantees permitted under clause (a)(ii) above and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 and (iv) Liens of the type permitted under Section 6.02 (other than in respect of debt for borrowed money); or (c) consolidate or amalgamate with, or merge with or into, or convey, sell or otherwise transfer all or substantially all of its assets to, any Person; provided that, so long as no Default or Event of Default exists or would result therefrom and subject to Sections 6.11(a) and (b), (A) Holdings may consolidate or amalgamate with, or merge with or into, any other Person (other than the Borrower and any of its subsidiaries) so long as (i) Holdings is the continuing or surviving Person or (ii) if the Person formed by or surviving any such consolidation, amalgamation or merger is not Holdings (w) the successor Person (such successor Person, “Successor Holdings”) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (x) Successor Holdings shall be an entity organized or existing under the laws of the US, any state thereof or the District of Columbia, (y) the Administrative Agent shall have a security interest in the Collateral for the benefit of the Secured Parties pursuant to the Collateral Documents that is perfected to at least the same extent as in effect immediately prior to such merger, consolidation or amalgamation and all actions reasonably requested by the Administrative Agent to maintain such perfected status have been or will promptly be taken (subject to the terms of the applicable Loan Documents), and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (w) of this clause (A)(ii) and (B) Holdings may otherwise convey, sell or otherwise transfer all or substantially all of its assets to any other Person organized or existing under the laws of the US, any state thereof or the District of Columbia (other than the Borrower and any of its subsidiaries) so long as (x) no Change of Control results therefrom, (y) the Person acquiring such assets expressly assumes all of the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clause (y) set forth in this clause (B); provided, further, that (1) if the conditions set forth in the preceding proviso are satisfied, Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and (2) it is understood and agreed that Holdings may convert into another form of entity organized or existing under the laws of the US, any state thereof or the District of Columbia so long as such conversion does not adversely affect the value of the Guarantees under the Loan Guaranty or the Collateral.

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