Transferring Participant definition
Examples of Transferring Participant in a sentence
Effective upon receipt by the Transferring Participant of the Purchase Price from the Purchasing Participant, the Transferring Participant hereby irrevocably sells, assigns and transfers to the Purchasing Participant, without recourse, representation or warranty (express or implied) except as set forth in Section 5 hereof, and the Purchasing Participant hereby irrevocably purchases, takes and assumes from the Transferring Participant, the Transferring Participant’s Interests.
Upon receipt by the Company of four (4) counterparts of this Transfer Supplement (to each of which is attached a fully completed Schedule I and Schedule II, and each of which has been executed by the Transferring Participant and by the Purchasing Participant), the Company will transmit to the Transferring Participant and the Purchasing Participant a transfer effective notice substantially in the form of Schedule III to this Transfer Supplement (a “Transfer Effective Notice”).
At or before 12:00 o’clock noon, local time at the Transferring Participant’s office specified in Schedule III, on the Transfer Effective Date, the Purchasing Participant shall pay to the Transferring Participant, in immediately available funds, an amount equal to the purchase price, as agreed upon between the Transferring Participant and the Purchasing Participant (the “Purchase Price”), for the Transferring Participant’s Interests.
Each of the other Participants shall exercise their right to purchase the Offered Interests by delivering to the Transferring Participant and all other Participants within the Option Period, written notice specifying the Offered Interests to be purchased.
The Transferring Participant must pay all documented costs, charges and expenses (including the reasonable legal costs and expenses of the non-transferring Participant) of and incidental to the preparation, negotiation, settling, execution and registering of every document required to satisfy the foregoing.
At or before 12:00 p.m., local time at the Transferring Participant’s office specified in Schedule III, on the Transfer Effective Date, the Purchasing Participant shall pay to the Transferring Participant, in immediately available funds, an amount equal to the purchase price, as agreed upon between the Transferring Participant and the Purchasing Participant (the “Purchase Price”), for the Transferring Participant’s Interests.
All principal payments, interest, fees and other amounts that would otherwise be payable from and after the Transfer Effective Date to or for the account of the Transferring Participant in respect of the Transferring Participant’s Interests shall, instead, be payable to or for the account of the Purchasing Participant.
If a Transferring Participant desires to Transfer all or part of its interest (the "Offered Interest") in this Agreement to Participant Transferees as permitted in Section 2.9.2.1 the Transferring Participant shall give the other Participants (including the Participant Transferee(s)) written notice of the proposed Transfer (the "Transfer Notice").
All payments under the Participation Agreement that would otherwise be payable from and after the Transfer Effective Date to or for the account of the Transferring Participant in respect of the Transferring Participant’s Interests shall, instead, be payable to or for the account of the Purchasing Participant.
Subject to Section 2.9.2.2, Participant may Transfer its interest in this Agreement (the "Transferring Participant") to one or more other Participants (the "Participant Transferee").