Transfer Transaction Election Clause Samples
The Transfer Transaction Election clause allows parties to choose whether certain rights, obligations, or assets under an agreement can be transferred to a third party. In practice, this clause typically outlines the conditions under which a transfer may occur, such as requiring prior written consent or specifying which types of transactions are eligible for transfer. Its core function is to provide flexibility in managing contractual relationships while protecting the interests of the original parties by setting clear rules for when and how transfers can take place.
Transfer Transaction Election. Within 20 days after the ----------------------------- delivery or deemed delivery of the Parent Rejection Notice, the Attorney-in-Fact may, by written notice to Parent delivered within such 20 day period, (the "Second Election Notice") require Parent to transfer the stock or assets of the Company to the designees named in the Second Election Notice in a transaction (the "Transfer Transaction") structured to (a) relieve Parent and its affiliates of any liability on the then remaining indebtedness attributable to the financing of the transactions contemplated hereby (including the matters referred to in Articles 4 and 5), (b) take into account any capital Parent invested in/or withdrew from the Company (other than for debt service on the foregoing) from the Closing Date to the closing of the Transfer Transaction, and (c) relieve Parent from or otherwise satisfy any income tax consequences to Parent from the Transfer Transaction. The terms of the Transfer Transaction will be such that Parent will receive no economic benefit or detriment therefrom. The Second Election Notice will contain the addresses of the designees named therein and all of the proposed terms (including the consideration payable to Parent or the Company) of the Transfer Transaction. The proposed terms of the Transfer Transaction contained in the Second Election Notice shall be final, conclusive and binding for purposes of this Agreement unless Parent shall deliver to the Attorney-in-Fact a written notice of disagreement ("Notice of Objection") with any such proposed terms within 20 business days following receipt of the Second Election Notice, specifying in reasonable detail the nature and extent of such disagreement. If within 10 business days following receipt by the Attorney- in-Fact of a Notice of Objection Parent and Attorney-in-Fact are unable to resolve any disagreement with respect to the proposed terms of the Transfer Transaction as set forth in the Second Election Notice, the disagreement shall be submitted for resolution to Ernst & Young (the "Neutral Accountants"), who shall resolve the issues in dispute, and giving effect to such resolution, determine the final terms of the Transfer Transaction. The Neutral Accountants shall act as an arbitrator to determine and resolve only those issues in dispute. The Neutral Accountants' resolution shall (i) be made within 30 days of the submission of the dispute to them, (ii) be in accordance with this Agreement, (iii) be set forth in a wri...