Transfers of Assets. The Partnership may transfer assets to joint ventures, other partnerships, corporations or other business entities in which it is or thereby becomes a participant upon such terms and subject to such conditions consistent with this Agreement and applicable law as the General Partner, in its sole and absolute discretion, believes are advisable.
Transfers of Assets. Except as provided in Section 7.5(a), the Managing Member may cause the Company to transfer assets to joint ventures, other partnerships, corporations or other business entities in which the Company is or thereby becomes a participant upon such terms and subject to such conditions consistent with this Agreement and applicable law as the Managing Member in its sole discretion deems advisable.
Transfers of Assets. Except as provided in Section 7.5(a), the ------------------- -------------- General Partner may cause the Partnership to transfer assets to joint ventures, other partnerships, corporations or other business entities in which it is or thereby becomes a participant upon such terms and subject to such conditions consistent with this Agreement and applicable law.
Transfers of Assets. (A) Each Party shall permit all transfers relating to an investment to be made freely and without delay. Such transfers include:
i) profits, dividends, interest, capital gains, royalty payments, management fees, technical assistance and other fees, returns in kind, physical assets and other amounts derived from the investment;
ii) proceeds from the sale of all or any part of the investment or from the partial or complete liqui- dation of the investment;
iii) payments made under a contract entered into by the investor, or its investment, including pay- ments made pursuant to a loan agreement;
iv) payments made pursuant to Article 8; and
v) payments arising under any dispute settlement process.
(B) Each Party shall permit transfers to be made in a freely usable currency at the market rate of exchange prevailing on the date of transfer with respect to spot transactions in the currency to be transferred.
(C) Notwithstanding Paragraphs (A) and (B), a Party may prevent a transfer through the equitable, non- discriminatory and good faith application of its laws relating to:
i) bankruptcy, insolvency or the protection of the rights of creditors;
ii) issuing, trading or dealing in securities;
iii) criminal or penal offenses;
iv) reports of transfers of currency or other monetary instruments; or
v) ensuring the satisfaction of judgments in adjudicatory proceedings.
(D) Notwithstanding Paragraph (B), a Party may restrict transfers or returns in kind in circumstances where it could otherwise restrict such transfers under this Agreement. Part 3. Obligations and Duties of Investors and Investments
Transfers of Assets. The Custodian may accept a direct transfer of assets to the Account on behalf of the Participant from another custodial account or an annuity contract described in Section 403(b) of the Code to the extent permitted by the Code, the rulings thereunder, and any Employer sponsored employee benefit plan that covers the Participant or the Plan Document, if any. All transfers of assets shall be made in a manner acceptable to the Custodian and, in accordance with any rules and procedures approved by the Plan Administrator. Neither the Master Custodial Administration Agreement Administrator nor the Custodian shall be responsible for determining whether any transfer is proper.
Transfers of Assets. The Undersigned Agents personally agree to use his/her access to the Resident’s funds to ensure continuity of payment under this Agreement, and agree not to use the Resident’s funds in a manner which places the Facility in a position where it cannot receive payment from either the Resident’s funds or from Medicaid. If the Undersigned Agents receive a transfer of assets from the Resident which causes such nonpayment, the Undersigned Agents agree to use such assets or an amount equal to such assets to assure continuity of payment until Medicaid covers such costs.
Transfers of Assets. (a) Subject to the terms and conditions of this Agreement:
(i) prior to the Distribution Date, LG shall transfer to Cayman all of its right, title and interest in and to all shares of capital stock owned by LG in GTL, by means of a distribution to Cayman of such equity securities;
(ii) immediately following the actions referred to in the immediately preceding clause, Cayman shall transfer to LGP all of its right, title and interest in and to all shares of capital stock of GTL owned by Cayman and may transfer all, or a portion of, the partnership interests in LG owned by Cayman, by means of a dividend to LGP of such equity securities;
(iii) immediately following the actions referred to in the immediately preceding clause, LGP shall transfer to Aerospace all of its right, title and interest in and to all shares of capital stock of Cayman and GTL owned by LGP and may transfer all, or a portion of, the partnership interests in LG owned by LGP, by means of a dividend to Aerospace of such equity securities;
(iv) immediately following the actions referred to in the immediately preceding clause, Aerospace shall transfer to Holdings all of its right, title and interest in and to all shares of capital stock owned by Aerospace in Cayman, GTL, LGP and SSL and all partnership interests in LG owned by it, by means of a dividend to Holdings of such equity securities;
(v) immediately following the actions referred to in the immediately preceding clause, Holdings shall transfer to the Company all of its right, title and interest in and to (x) all shares of capital stock owned by Holdings in Cayman, GTL, LGP and Continental, (y) 64.125 percent (64.125%) of the shares of capital stock owned by Holdings in SSL, and (z) all partnership interests in LG owned by Holdings, by means of a dividend of such equity securities;
(vi) immediately following the actions referred to in the immediately preceding clause, LGP may transfer to Spinco or to any Spinco Subsidiary designated by Spinco, all (or any other portion thereof reasonably designated by Spinco) of LGP's right, title and interest in the partnership interests in LG and LQP;
(vii) immediately following the actions referred to in the preceding clauses, the Company shall transfer to Spinco all of its right, title and interest in and to all shares of capital stock owned by the Company in Cayman, GTL, K&F, LGP, SSL and Continental and all partnership interests in LG owned by the Company, in exchange for, among other things, the iss...
Transfers of Assets. Unless otherwise provided in this Agreement or in any Ancillary Agreement, prior to the Effective Time:
(a) FRP shall cause the Real Estate Group to assign, contribute, convey, transfer and deliver to Patriot or its designee all of the right, title and interest of the Real Estate Group in and to all assets, if any, held by any member of the Real Estate Group that relate solely to the Transportation Business (and not to the Real Estate Businesses);
(b) Patriot shall cause the Transportation Group to assign, contribute, convey, transfer and deliver to FRP or its designee all of the right, title and interest of the Transportation Group in and to all assets, if any, held by any member of the Transportation Group that relate solely to the Real Estate Businesses (and not to the Transportation Business);
(c) Patriot shall accept and assume all of the Transportation Group Liabilities; and
(d) FRP shall accept and assume all of the Real Estate Group Liabilities. To the extent any assignment, contribution, conveyance, transfer, delivery or assumption of any asset or Liability of either Group as of the Effective Time is not effected in accordance with this Section 2.2 prior to the Effective Time for any reason it shall be effected as promptly thereafter as practicable.
Transfers of Assets. (1) For the term of this Loan the Borrower shall not, and the Guarantor shall ensure that no Subsidiary will do not, sell any Material Portion of Business Operations or Assets (including, for the avoidance of doubt, any direct or indirect shareholdings in Subsidiaries that constitute a Material Portion of Business Operations or Assets) in whole or in part to any third party outside the Group, other than, the disposal or transfer with proceeds equaling to the market value of the business portion or the assets remains in the Group or will be used for the purchase of assets or retire senior Indebtedness of the Guarantor and/or a Subsidiary. (2) Paragraph (1) shall not apply to any sale, lease, transfer or other disposal: (a) of minority shareholdings, (b) made in the ordinary course of trading of the disposing entity, (c) on normal commercial terms of obsolete assets or assets no longer required for the purpose of the business or operations of the relevant member of the Group, (d) assets sold pursuant to any securitisation transaction, (e) made within 365 days following the acquisition or completion of construction of such property by the Guarantor or its Subsidiaries if the Guarantor or such Subsidiary shall concurrently with such sale, lease such property, as lessee.
Transfers of Assets. (a) Hold, acquire, develop, own or possess any assets that are material to the business of the Borrower and its Subsidiaries, including material Intellectual Property, material algorithms, material customer lists, material Software source code (or portions thereof) and, other than in the ordinary course, other material Software, unless held, acquired, developed, owned or possessed by the Borrower or a Guarantor (or developed or, with respect to material algorithms, material customer lists, material Software source code (or portions thereof) and other material Software, held or possessed by Rent the Runway Limited in the ordinary course of business for use in fulfilling its obligations to Borrower in a manner substantially consistent with the Intercompany License Agreement as of the Sixth Amendment Effective Date) or (b) subject to Section 7.4(j), transfer, contribute, exclusively license, or otherwise dispose, directly or indirectly, in any transaction or series of transactions, any assets that are material to the business of the Borrower and its Subsidiaries, including (i) material Intellectual Property or rights thereto and any licenses that are necessary to conduct the business of the Borrower and its Subsidiaries, to any other Subsidiary that is not the Borrower or a Guarantor and (ii) material algorithms, material customer lists, material Software source code (or portions thereof) and, other than in the ordinary course, other material Software other than such algorithms, customer lists, Software source codes or other Software transferred, contributed, exclusively licensed or otherwise disposed of to Rent the Runway Limited in the ordinary course of business for use in fulfilling its obligations to Borrower in a manner substantially consistent with the Intercompany License Agreement as of the Sixth Amendment Effective Date.
