Transfer Closing definition

Transfer Closing shall have the meaning assigned to such term in Section 12.3(g).

Transfer Closing means completion of a sale or transfer of an Ownership Interest to a Third Party Transferee.

Transfer Closing has the meaning set forth in Section 3.3.

Examples of Transfer Closing in a sentence

• The obligation of Purchaser hereunder to purchase the Purchased Note and the Transferred Rights on the terms contemplated hereby at the Closing is subject to the satisfaction, at or before the Transfer Closing Date of each of the following conditions, provided that these conditions are for Purchaser’s sole benefit and may be waived by such Purchaser at any time in its sole discretion.

• Seller and Purchaser will use their respective reasonable best efforts to allow the applicable Designated Purchaser to receive the uninterrupted use and benefit of any Deferred Assets and Liabilities from the Closing Date to the date of its Deferred Transfer Closing.

• Any amounts payable in local currency shall be determined by reference to the applicable spot rate published by Bloomberg (BGN New York) as of 5:00 P.M., New York time, on the date that is three (3) Business Days prior to the Closing Date (and, for clarity, not the date of the Deferred Transfer Closing).

• The S&N Purchase Price shall be paid in cash by S&N on the Transfer Closing Date.

• The Offered Purchase Price shall be paid in cash by S&N on the First Refusal Transfer Closing Date.

• Seller and Purchaser will use their respective reasonable best efforts to allow Purchaser or its designated Affiliate to receive the uninterrupted use and benefit of any Deferred Assets and Liabilities from the Closing Date to the date of its Deferred Transfer Closing.

• The purchase price shall be paid by wire transfer of immediately available funds no later than 2:00 p.m. on the Transfer Closing Date.

• SECTION 4.4. The Manager shall ensure that all material property of any member of the Group is clearly identified as such, held separately from the property of the Manager and, where applicable, held in safe custody.

• For purposes of Sections 2.01(a), 2.02, 2.04, 2.09(a), 2.10(a), 6.02, 6.04(a), and 6.09, the instance of “Closing” in the last sentence of Section 1.03(a), and the instance of “Closing” in the second sentence of Section 2.07, to the extent applicable in connection with any Deferred Asset Jurisdiction, all references to the Closing or the Closing Date shall be deemed to be references to the applicable Deferred Transfer Closing and the date thereof.

• On the Transfer Closing Date, each selling Stockholder shall deliver (i) certificates representing the Shares being sold, free and clear of any lien, claim or encumbrance, and (ii) such other documents, including evidence of ownership and authority, as the Transferees may reasonably request.

More Definitions of Transfer Closing

Transfer Closing has the meaning set forth in Section 7.1(a);

Transfer Closing has the meaning set forth in Section 9.3(b) hereof.

Transfer Closing shall have the meaning set forth in Section 9.2(d).

Transfer Closing. As defined in Section 2.04(c) of this Agreement. Issuer Transfer Closing Date: With respect to the Group 1 Assets, Group 3 Assets and Group 5 Assets, January 1, 2012, or such other date as may be mutually agreed upon by the Seller and Purchaser. With respect to the Group 2 Assets and Group 4 Assets, such date as may be mutually agreed upon by the Seller and Purchaser. Liabilities: With respect to any Person, shall mean any liabilities, responsibilities or obligations of such Person of any kind, character or description, whether known or unknown, absolute or contingent, accrued or unaccrued, disputed or undisputed, liquidated or unliquidated, secured or unsecured, joint or several, due or to become due, vested or unvested, executory, determined, determinable or otherwise, and whether or not the same is required to be accrued on the financial statements of such Person. LIBOR: At any time the rate (rounded to the next higher 1/100 of 1%) of interest for one month U.S. dollar deposits as reported on the Bloomberg system as of 11:00 a.m. London time for such day, provided, if such day is not a Business Day, the immediately preceding Business Day or, if not so reported, then as determined by the Seller from another recognized source or interbank quotation. Lien: Any lien, claim, mortgage, security interest, pledge, charge, easement, servitude or other encumbrance of any kind, including any of the foregoing arising under any conditional sales or other title retention agreement. Loan-Level Indemnification Amounts: As defined in Section 3.03(a)(v) of this Agreement. Mandatory Repurchased Loan: Any Reverse Mortgage Loan required to be purchased by the Purchaser from the related HMBS Pool when the Outstanding Principal Balance of any such 11

Transfer Closing means, as of any Transfer Closing Date, the consummation of the sale and transfer of the Committed Tax Credits occurring on such Transfer Closing Date, in each case, as set forth in Section 2.02.