Transferors and Transferee Sample Clauses

Transferors and Transferee hereby confirm that as of the Signing Date this Contract shall be a document having legal binding effect on all Parties.
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Transferors and Transferee agree that the Transfer Price shall be Renminbi 1 million (hereinafter referred to as the “Transfer Price”) with reference to appraisal report issued by qualified appraisal firms.
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Transferors and Transferee in a cooperative effort, shall jointly pursue all consents and approvals, including but not limited to the consents and approvals of the Assumption Lender, the Defeasance Lenders and any rating agency (collectively, the “Lender Consents”), that are required for: (i) Transferee to acquire the Membership Interests and to defease the Defeased Loans, and for Transferors and all affiliates of Transferors to be released of all liabilities under the Assumed Loan and the Defeased Loans for periods from and after the Closing, (ii) Property Owners to enter into one or more leases of the Properties to Transferee or its Affiliate (collectively the “Affiliate Lease”) and for Transferee or its Affiliate to enter into the Master Lease with Master Tenant and for any modifications to the documents evidencing or securing the Assumed Loan or the execution and delivery of additional documents which are required to permit and accommodate the requirements of the Affiliate Lease and the Master Lease or are otherwise required by the Assumption Lender or any rating agency as a condition to the approval of the Affiliate Lease or the Master Lease; and (iii) the termination of the existing management agreement(s) for the Properties and the execution and delivery of the new management agreement(s) to be entered into by Master Tenant with Place Management Group, LLC pursuant to Section 10.7 hereof (collectively, the “Lender Consent Transactions”). If, by December 30, 2005, any Lender Consent or any documents reasonably required by any Lender or rating agency to consummate the Lender Consent Transactions (the “Lender Consent Documents”) have not been obtained, or the terms and conditions of such Lender Consent Documents are not acceptable to Transferee, then either Transferee or Transferors may elect to terminate this Agreement by delivery of written notice to the other party in which event the Xxxxxxx Money shall be refunded to Transferee and the parties shall have no further rights or obligations hereunder other than the Obligations Surviving Termination.
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Related to Transferors and Transferee

  • Allocations Between Transferor and Transferee If a Partner transfers any part or all of its Partnership Interest, the distributive shares of the various items of Profit and Loss allocable among the Partners during such fiscal year of the Partnership shall be allocated between the transferor and the transferee Partner either (i) as if the Partnership’s fiscal year had ended on the date of the transfer, or (ii) based on the number of days of such fiscal year that each was a Partner without regard to the results of Partnership activities in the respective portions of such fiscal year in which the transferor and the transferee were Partners. The General Partner, in its sole and absolute discretion, shall determine which method shall be used to allocate the distributive shares of the various items of Profit and Loss between the transferor and the transferee Partner.

  • Transferor Signed, sealed and delivered by ) by Xxxx Xx ) for and on behalf of ) the Transferor pursuant to the Power of Attorney ) In the presence of ) ) Name: Witness ) Signature: TRANSFEREE Signed, sealed and delivered by ) by Coinllectibles Private Limited ) In the presence of ) ) Name: Xx Xxx Xxxx Witness ) Signature: SCHEDULE

  • Transferee 3 Transfer Date (not earlier that the fifth Business Day after the date of delivery of the Transfer Certificate to the Agent):

  • Successors, Assigns and Transferees The rights and obligations of each party hereto may not be assigned, in whole or in part, without the written consent of the Company; provided, however, that notwithstanding the foregoing, the rights and obligations set forth herein may be assigned, in whole or in part, by any Holder to any of its Affiliates and such transferee shall, with the consent of the transferring Holder, be treated as a “Holder” for all purposes of this Agreement (each Person to whom the rights and obligations are assigned in compliance with this Section 3.06 is a “Permitted Assignee” and all such Persons, collectively, are “Permitted Assignees”); provided, further, that such transferee shall only be admitted as a party hereunder upon its, his or her execution and delivery of a joinder agreement in substantially the form attached as Exhibit A hereto, agreeing to be bound by the terms and conditions of this Agreement as if such Person were a party hereto (together with any other documents the Holders determine are necessary to make such Person a party hereto), whereupon such Person will be treated as a Holder for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as the transferring Holder with respect to the transferred Registrable Securities (except that if the transferee was a Holder prior to such transfer, such transferee shall have the same rights, benefits and obligations with respect to such transferred Registrable Securities as were applicable to Registrable Securities held by such transferee prior to such transfer).

  • Assignments and transfer by Obligors No Obligor may assign any of its rights or transfer any of its rights or obligations under the Finance Documents.

  • Assignments and Transfers No Party may assign any of its rights and benefits or transfer any of its rights, benefits and obligations in respect of any Debt Documents or the Liabilities except as permitted by this Clause 19.

  • Assignments and Transfers by Investors The provisions of this Agreement shall be binding upon and inure to the benefit of the Investors and their respective successors and assigns. An Investor may transfer or assign, in whole or from time to time in part, to one or more persons its rights hereunder in connection with the transfer of Registrable Securities by such Investor to such person, provided that such Investor complies with all laws applicable thereto and provides written notice of assignment to the Company promptly after such assignment is effected.

  • The Transferor 5.1 warrants to the Transferee that it has full power to enter into this Transfer Certificate and has taken all corporate action necessary to authorise it to do so;

  • Assignments and Transfers by the Company This Agreement may not be assigned by the Company (whether by operation of law or otherwise) without the prior written consent of the Required Investors, provided, however, that the Company may assign its rights and delegate its duties hereunder to any surviving or successor corporation in connection with a merger or consolidation of the Company with another corporation, or a sale, transfer or other disposition of all or substantially all of the Company’s assets to another corporation, without the prior written consent of the Required Investors, after notice duly given by the Company to each Investor.

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