US Transfer Agreement definition

US Transfer Agreement means the General Assignment and Assumption Agreement and Xxxx of Sale, in the Agreed Form, to be entered into by the US Business Seller and the Designated Purchaser of the US Business at Completion relating to the transfer of the US Business Assets to that Designated Purchaser;
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US Transfer Agreement shall have the meaning given to it in section 2.1(e);
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US Transfer Agreement means the Transfer and Administration Agreement dated as of the date hereof, by and among the U.S. SPV, Colliers International USA, LLC, as initial originator or aggregator, any entities that subsequently become originators or aggregators thereunder, Colliers International WA, LLC, as Servicer, Mizuho, as the U.S. Agent, a managing agent, a committed investor and as agent under the CF Facility, and the various investor groups and managing agents from time to time party thereto.
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Examples of US Transfer Agreement in a sentence

  • With the exception of the foregoing, the obligations and indemnities set out in this CLAUSE 8, section 4(ii) of the US Transfer Agreement and section 2 of the US Lease Assignments shall not preclude the Purchaser from making any claim and recovery (subject to the provisions of SCHEDULE 7 (Limitation on Liability)) under any of the Warranties in respect of any matter relating to any of the US Business Assets to the extent that such matter comprises a breach, or breaches, of any of the Warranties.

  • The obligations and indemnities set out in this SUB-CLAUSE (A), in section 4(ii) of the US Transfer Agreement and in section 2 of the US Lease Assignments shall not preclude the Purchaser from making any claim and recovery (subject to the provisions of SCHEDULE 7 (Limitations on Liability)) under any of the Warranties in respect of any matter which is the subject of the Assumed Liabilities to the extent that such matter comprises a breach, or breaches, of any of the Warranties.

  • Such assignment of the US Contracts shall, subject to SUB-CLAUSES (B) and (C), be effected (in each case without prejudice to the obligations of the Vendor set out in this SUB-CLAUSE (A)(ii) and the procurement obligation of the Vendor set out in SUB-CLAUSE 2(E)) by the US Transfer Agreement or, in the case of the leases relating to the US Properties, by the US Lease Assignments.

  • Without limiting the foregoing, such assumption of the Assumed Liabilities shall, insofar as they relate to the US Business or the US Business Assets and subject to the remaining provisions of this CLAUSE 10, be effected by the US Transfer Agreement and the US Lease Assignments.

  • PROVIDED that the counterpart US Transfer Agreement and any power of attorney relating thereto shall be executed outside the United Kingdom and delivered to the Vendor at the following address: Conopco, Inc., Lever House, 000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000-0000.

  • For the avoidance of doubt, the releases set forth in this Section 4.14 do not release any claims of Buyer Release Parties or Seller Release Parties under or related to this Agreement, the Ancillary Agreements, the US Transfer Agreement, the Ancillary Agreements (as defined in the US Transfer Agreement), or any other agreement, instrument, or document executed and/or delivered in connection with the foregoing.

  • Without limiting the foregoing, such assumption of the Assumed Liabilities shall, insofar as they relate to the US Business or the US Business Assets and subject to the remaining provisions of this Clause 10, be effected by the US Transfer Agreement and the US Lease Assignments.

  • Such assignment of the US Contracts shall, subject to sub-clauses (B) and (C), be effected (in each case without prejudice to the obligations of the Vendor set out in this sub-clause (A)(ii) and the procurement obligation of the Vendor set out in sub-clause 2(E)) by the US Transfer Agreement or, in the case of the leases relating to the US Properties, by the US Lease Assignments.

  • Spatial quality evaluation of the fused image is a more complex task and usually based on perceptual inspection.

  • The Prior Investors hereby consent to, and waive any right of first refusal they may have with respect to, the Company's issuance of Series E Stock under the Series E Agreement; provided that the sale of Series E Stock at the Second Closing under the Series E Agreement is consummated not later than June 30, 1999.


More Definitions of US Transfer Agreement

US Transfer Agreement means the U.S. transfer agreement referred to in Section 4.3(x).
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US Transfer Agreement has the meaning given to it in the Sale and Purchase Agreement;
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US Transfer Agreement means the agreement for the transfer of Tyrrells Inc. from Tyrrells Group Limited to Amplify in the Agreed Form.
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US Transfer Agreement means a share transfer agreement with respect to the U.S. Shares in form and substance mutually agreeable to the parties.
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Related to US Transfer Agreement

  • IDR Transfer Agreement means an agreement to transfer, subject to the terms of Tariff, Part VI, section 237, Incremental Deliverability Rights to a party for the purpose of eliminating or reducing the need for Local or Network Upgrades that would otherwise have been the responsibility of the party receiving such rights. “Immediate-need Reliability Project” shall have the same meaning provided in the Operating Agreement.

  • Asset Transfer Agreement means the asset transfer agreement dated September 12, 2014 between Centurion Real Estate Opportunities Trust and Centurion Apartment REIT pursuant to which Centurion Apartment REIT seeded the initial portfolio of Centurion Real Estate Opportunities Trust.

  • Transfer Agreement means the agreement providing for a transfer of structured settlement payment rights.

  • Share Transfer Agreement means the share transfer agreement, in the agreed form, between the partners in the Company;

  • Transfer Agreements As defined in the Mortgage Loan Sale Agreement. Transferor: Each seller of Mortgage Loans to the Seller pursuant to the Transfer Agreements.

  • Subsequent Transfer Agreement A Subsequent Transfer Agreement substantially in the form of Exhibit Q hereto, executed and delivered by and among the Depositor, DLJMC and the Trustee and acknowledged by the Servicers, as provided in Section 2.01 hereof.

  • Technology Transfer Agreement has the meaning given in Section 2.2(a).

  • Receivables Transfer Agreement means, collectively or individually, the Originator Receivables Transfer Agreement and the Master Trust Receivables Transfer Agreement, as the context may require.

  • Combination Agreement has the meaning in the recitals hereto.

  • Exchange Agreement has the meaning set forth in the Recitals.

  • Asset Purchase Agreement has the meaning set forth in the Recitals.

  • Contribution Agreement means that certain Contribution and Conveyance Agreement, dated as of the Closing Date, among the General Partner, the Partnership, the Operating Partnership and certain other parties, together with the additional conveyance documents and instruments contemplated or referenced thereunder, as such may be amended, supplemented or restated from time to time.

  • Registration Agreement means the Exchange and Registration Rights Agreement dated February 18, 2003 between the Company and the Initial Purchasers relating to the Securities and (b) any other similar Exchange and Registration Rights Agreement relating to Additional Securities.

  • Unit Purchase Agreement means the Common Unit and Class B Unit Purchase Agreement, dated as of December 1, 2006, among the Partnership and the purchasers named therein.

  • Stockholder Agreement means the Stockholder Agreement, dated as of August 29, 2003, among the Company and its stockholders, as amended and in effect from time to time.

  • Formation Agreement has the meaning attributed to it in Recital A;

  • Stock Purchase Agreement means the agreement between the Company and a Purchaser who acquires Shares under the Plan that contains the terms, conditions and restrictions pertaining to the acquisition of such Shares.

  • Listing Agreement means an agreement that is to be entered into between a recognised stock exchange and the Company pursuant to Securities and Exchange Board (Listing Obligations and Disclosure Requirements), 2015

  • Investor Rights Agreement means the Investor Rights Agreement, dated as of the date of this Agreement, between the Company and each of the Purchasers, in the form of Exhibit A hereto.

  • Master Transaction Agreement has the meaning set forth in the recitals.

  • Transfer and Servicing Agreement means the Transfer and Servicing Agreement, dated as of the Closing Date, among the Issuer, the Depositor and Cellco as Servicer, Marketing Agent and Custodian, as amended, restated, supplemented or modified from time to time.

  • Diversion agreement means a mechanism designed to hold a child accountable for his or her behavior and, if appropriate, securing services to serve the best interest of the child and to provide redress for that behavior without court action and without the creation of a formal court record;

  • Transaction Agreement has the meaning set forth in the recitals.

  • Sale and Purchase Agreement means all the agreements entered into from time to time (whether before, on or after the date of this Agreement) by the Borrower for the sale of the Units and shall include any one or more or all of the Sale and Purchase Agreements.

  • Lock-Up Agreement means the Lock-Up Agreement, dated as of the date hereof, by and among the Company and the directors and officers of the Company, in the form of Exhibit B attached hereto.

  • Business Combination Agreement shall have the meaning given in the Recitals hereto.