Transfers Initiated by Third Parties Sample Clauses

Transfers Initiated by Third Parties. You may provide your savings or checking account information to a third party and authorize them to withdraw payments or make deposits to your Wings accounts. These transfers may be one-time or recurring, and may use the Automated Clearing House network (ACH) or other payment network.
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Transfers Initiated by Third Parties. (a) After the Restricted Period, if either Member (the “Offered Member”) receives an unsolicited bona fide offer (an “Unsolicited Third Party Offer”) from a third party (the “Third Party Offeror”) for the Transfer of all or any portion of its Interest (the “Offered Interest”) that the Offered Member is willing to accept, the Offered Member shall provide the other Member (the “Non-Offered Member”) a right of first refusal and tag-along rights pursuant to the procedures described in this Section 6.6. The Offered Member shall deliver a written notice of the proposed terms of the Unsolicited Third Party Offer (the “Offer Notice”) to the Non-Offered Member, which Offer Notice shall include a description of the Offered Interest and the purchase price at which the Third Party Offeror wishes to purchase the Offered Interest. The Non-Offered Member shall have a period of 45 days (the “Offer Notice Period”) from receipt of the Offer Notice to (i) elect to purchase the Offered Interest for cash on the same terms and conditions as the Unsolicited Third Party Offer (except that the Non-Offered Member shall pay cash in the amount of the Fair Market Value of any non-cash consideration included in the Unsolicited Third Party Offer, (ii) tag-along and participate in the proposed transaction or (iii) decline to participate in the proposed transaction and retain its Interest. If the Non-Offered Member exercises its rights under Section 6.6(a)(i) prior to the expiration of the Offer Notice Period, the parties shall effectuate such Transfer within 30 days after the end of the Offer Notice Period. If the Non-Offered Member exercises its rights under Section 6.6(a)(ii) prior to the expiration of the Offer Notice Period, the Non-Offered Member may sell a proportional amount (the “Non-Offered Interest”) equal to the Offered Interest to the Third Party Offeror along with the Offered Interest in the Unsolicited Third Party Offer (a “
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Transfers Initiated by Third Parties. You may authorize a third party to initiate transfers between your Account and the third party’s account. These transfers to make or receive payment may be one-time occurrences or may recur as directed by you. These transfers may use the ACH or other payment networks. Your authorization to the third party to make these transfers can occur in several ways. For example, your authorization to convert a check to a transfer or to electronically pay a returned check charge can occur when a merchant provides you with notice and you go forward with the transaction (typically, at the point of purchase, a merchant will post a sign and print the notice on a receipt). In all cases, these third-party transfers will require you to provide the third party with your Account number and financial institution information. Thus, you should only provide your financial institution and Account information (whether over the phone, the internet or via some other method) to trusted third parties whom you have authorized to initiate these transfers. Examples of these transfers include, but are not limited to:
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Transfers Initiated by Third Parties. SECTION 6.7. Conditions to Tag-Along Sales and Drag-Along Sales
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Related to Transfers Initiated by Third Parties

  • Loans by Third Parties The Partnership may incur Debt, or enter into similar credit, guarantee, financing or refinancing arrangements for any purpose (including in connection with any acquisition of property) with any Person upon such terms as the General Partner determines appropriate.

  • Reliance by Third Parties Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Partnership shall be entitled to assume that the General Partner and any officer of the General Partner authorized by the General Partner to act on behalf of and in the name of the Partnership has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Partnership and to enter into any authorized contracts on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner or any such officer as if it were the Partnership’s sole party in interest, both legally and beneficially. Each Limited Partner hereby waives, to the fullest extent permitted by law, any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the General Partner or any such officer in connection with any such dealing. In no event shall any Person dealing with the General Partner or any such officer or its representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the General Partner or any such officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership.

  • Severability; No Third Party Beneficiaries In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations shall not in any way be affected or impaired thereby, and if any provision is inapplicable to any person or circumstances, it shall nevertheless remain applicable to all other persons and circumstances. A person who is not a party to this Agreement shall have no rights to enforce any provision of this Agreement, and no Fund shall have a right to enforce any provision of this Agreement as it relates to another Fund. BNY Mellon shall not be responsible for any costs or fees charged to a Fund or an affiliate of a Fund by consultants, counsel, auditors, public accountants or other service providers retained by the Fund or any such affiliate.

  • Representations and Indemnities to Survive Delivery; Third Party Beneficiaries The respective indemnities, agreements, representations, warranties and other statements of the Company, of its officers, and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Underwriters or the Company or any of its or their partners, officers or directors or any controlling person, as the case may be, and will survive delivery of and payment for the Offered Securities sold hereunder and any termination of this Agreement. Each Investor shall be a third-party beneficiary with respect to the representations, warranties, covenants and agreements of the Company set forth herein.

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