TRANSFERS AND CONVEYANCES Sample Clauses

TRANSFERS AND CONVEYANCES. PERTAINING TO THE HK BRANCH ARE ADDITIONALLY SUBJECT TO COMPLIANCE WITH HONG KONG LAW AND REGULATION. IN THIS REGARD, THE ASSUMING BANK COVENANTS TO THE RECEIVER FOR THE BENEFIT OF ALL HK BRANCH DEPOSITORS, CREDITORS AND DEBTORS THAT, AS SOON AS REASONABLY PRACTICABLE FOLLOWING BANK CLOSING, IT SHALL COMPLETE ALL SUCH FORMALITIES AS ARE NECESSARY UNDER HONG LAW TO ENSURE THE EFFECTIVE NOVATION OR ASSIGNMENT (AS THE CASE MAY BE) OF ALL THE HK BRANCH’S OBLIGATIONS, LIABILITIES AND RIGHTS IN RESPECT OF SUCH DEPOSITORS, CREDITORS AND DEBTORS. IN RESPECT OF ANY OBLIGATIONS AND LIABILITIES OF THE HK BRANCH, THIS SHALL INCLUDE DRAFTING AND CIRCULATING TO THE RELEVANT COUNTERPARTIES A NOVATION AGREEMENT FOR COUNTER EXECUTION AND RETURN. IN RESPECT OF THE RIGHTS OF THE HK BRANCH WHICH REQUIRE A NOTICE OF ASSIGNMENT TO THE COUNTERPARTY, DRAFTING AND CIRCULATING SUCH NOTICE OF ASSIGNMENT.
Sample 1
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TRANSFERS AND CONVEYANCES. The parties hereto shall complete the following transactions at the Closing: 3.2.1 Each SPTIHS Tenant shall assign or assume and assign, as applicable, to the New LLC Operator designated by SPTIHS all of such SPTIHS Tenant's right, title and interest in, to and under the SPTIHS Leases to the extent they may be in effect and consent to the termination of its prior right to occupy the SPTIHS Leased Facilities; SPTIHS shall consent to such transfer and shall release the SPTIHS Tenants from all liabilities and obligations under the SPTIHS Leases and such occupancy, and such consent and release shall be set forth in such transfer document and shall be executed by SPTIHS. 3.2.2 Each of IHS 152, IHS 153, IHS 154 and IHS 155 (the "Assigning HRES1 Tenants") shall assign or assume and assign, as applicable, to the New LLC Operator designated by HRES1 all of such Assigning HRES1 Tenant's right, title and interest in, to and under the HRES1 Leases and consent to the termination of its prior right to occupy the HRES1 Leased Facilities. HRES1 shall consent to such transfer and shall release the Assigning HRES1 Tenants (but not HealthSouth, Horizon or their respective affiliates) from all liabilities and obligations under the HRES1 Leases and such occupancy, and such consent and release shall be set forth in such transfer document and shall be executed by HRES1. 3.2.3 IHS 175 shall assign to Advisors or its designee all of IHS 175's right, title and interest in, to and under the HRES2 Management Agreements and all promissory notes of Advisors delivered thereunder. 3.2.4 Each SPTIHS Tenant and IHS 175 (i) shall transfer and assign to SPTIHS or HRES2, the New LLC Operator or other entity designated by it, as the case may be, all right, title and interest of such IHS Entity in and to all tangible personal property (including, without limitation, all furniture, furnishings, fixtures, equipment and Consumables) present at or used at each Leased Facility in connection with the operation of each Leased Facility that it leases or manages, and to all intangible personal property incorporated in such tangible personal property, and (ii) shall transfer and assign to SPTIHS or HRES2, the New LLC Operator or other entity designated by it, as the case may be, all right, title and interest of such IHS Entity in and to all of the Assigned Contracts and Permits with respect to such Leased Facility (to the extent permitted by law); provided that the property being transferred pursuant to ...
Sample 1
TRANSFERS AND CONVEYANCES. Each party shall have the right to sell, assign, transfer or convey its respective real property, leasehold interest, Garages and improvements and its rights under this Agreement, provided no such transfer shall relieve any party of its obligations under this Agreement unless the written consent of the remaining parties is first obtained.
Sample 1

Related to TRANSFERS AND CONVEYANCES

  • Transfers and Reassignments Definitions

  • Assignments and Transfers 18.1 Any assignment by either Party to any entity of any right, obligation or duty, or of any other interest hereunder, in whole or in part, without the prior written consent of the other Party shall be void. The assignee must provide evidence of a Commission approved certification to provide Telecommunications Service in each state that OneTone is entitled to provide Telecommunications Service. After BellSouth’s consent, the Parties shall amend this Agreement to reflect such assignments and shall work cooperatively to implement any changes required due to such assignment. All obligations and duties of any Party under this Agreement shall be binding on all successors in interest and assigns of such Party. No assignment or delegation hereof shall relieve the assignor of its obligations under this Agreement in the event that the assignee fails to perform such obligations. Notwithstanding anything to the contrary in this Section, OneTone shall not be permitted to assign this Agreement in whole or in part to any entity unless either (1) OneTone pays all bills, past due and current, under this Agreement, or (2) OneTone’s assignee expressly assumes liability for payment of such bills. 18.2 In the event that OneTone desires to transfer any services hereunder to another provider of Telecommunications Service, or OneTone desires to assume hereunder any services provisioned by BellSouth to another provider of Telecommunications Service, such transfer of services shall be subject to separately negotiated rates, terms and conditions.

  • Purchase and Conveyance The Seller, in exchange for the payment of the applicable Purchase Price by the Purchaser on the related Closing Date, receipt of which is hereby acknowledged, hereby sells, transfers, assigns, sets over and conveys to the Purchaser, without recourse, but subject to the terms of this Agreement, all of its rights, title and interest in and to the Mortgage Loans, including the related Mortgage Note and Mortgages, in a Mortgage Loan Package having a Stated Principal Balance in an amount as set forth in the related PPTL, or in such other amount as agreed by the Purchaser and the Seller as evidenced by the actual aggregate principal balance of the Mortgage Loan Package accepted by the Purchaser on the related Closing Date, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein, on a servicing released basis. With respect to each Mortgage Loan, the Purchaser shall own and be entitled to (1) all Monthly Payments due after the related Cut-off Date, (2) all other recoveries of principal collected after the related Cut-off Date (provided, however, that the principal portion of all Monthly Payments due on or before the related Cut-off Date and collected by the Seller or any successor servicer after the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date). The Stated Principal Balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collected, together with any unscheduled Principal Prepayments collected prior to the related Cut-off Date; provided, however, that Monthly Payments for a Due Date beyond the Cut-off Date shall not be applied to reduce the principal balance. Such Monthly Payments shall be the property of the Purchaser. If the Servicing Transfer Date has not yet occurred, the Seller shall remit any such Monthly Payments to the Purchaser on the Remittance Date following collection thereof. If the Servicing Transfer Date has occurred, the Seller shall remit any such Monthly Payments to the Purchaser in accordance with the Servicing Transfer Instructions.

  • Instruments of Conveyance and Transfer As soon as practicable after the Closing, SELLER shall deliver a certificate or certificates representing the Shares of SELLER to PURCHASER sufficient to transfer all right, title and interest in the Shares to PURCHASER.

  • 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 in the event that the Company is a party to a merger, consolidation, share exchange or similar business combination transaction in which the Common Stock is converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received by the Investors in connection with such transaction unless such securities are otherwise freely tradable by the Investors after giving effect to such transaction.

  • 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.

  • Transfers and Assignments You cannot assign or transfer any interest in your account unless we agree in writing.

  • Transfers and Rollovers The Custodian can receive amounts transferred or rolled over to this Xxxx XXX from the trustee or custodian of another Xxxx XXX as permitted by Code or applicable Regulations. The Custodian reserves the right not to accept any transfer or rollover.

  • Transfers of Limited Partnership Interests 9.1 Restrictions on Transfer of Limited Partnership Interests. (a) No Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer all or any portion of his Limited Partnership Interest, or any of such Limited Partner’s economic rights as a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a “Transfer”) without the consent of the General Partner, which consent may be granted or withheld in its sole and absolute discretion. Any such purported Transfer undertaken without such consent shall be considered to be null and void ab initio and shall not be given effect. (b) No Limited Partner may withdraw from the Partnership other than as a result of a permitted Transfer of all of its Partnership Interest pursuant to this Article 9. Upon the permitted Transfer or redemption of all of a Limited Partner’s Partnership Interest, such Limited Partner shall cease to be a Limited Partner.

  • Assignment and Transfers Except as the Committee may otherwise permit pursuant to the Plan, the rights and interests of the Participant under this Agreement may not be sold, assigned, encumbered or otherwise transferred except, in the event of the death of the Participant, by will or by the laws of descent and distribution. In the event of any attempt by the Participant to alienate, assign, pledge, hypothecate, or otherwise dispose of the Stock Units or any right hereunder, except as provided for in this Agreement, or in the event of the levy or any attachment, execution or similar process upon the rights or interests hereby conferred, the Company may terminate the Stock Units by notice to the Participant, and the Stock Units and all rights hereunder shall thereupon become null and void. The rights and protections of the Company hereunder shall extend to any successors or assigns of the Company and to the Company’s parents, subsidiaries, and affiliates. This Agreement may be assigned by the Company without the Participant’s consent.

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