Assumption/Transfer Clause Samples

Assumption/Transfer. Notwithstanding the provisions of Section 8.1(1), the following Transfers and other transactions shall be permitted and not be deemed a violation or breach of the provisions of Section 8.1(1): (a) The issuance or Transfer of securities in the Company as long as there is no Change of Control; and (b) A one-time assumption of the Loan in the event of a Change of Control, a sale of the Company, a merger of the Company into a public company or privately held company, a Transfer of all or a majority of the ownership interest in the Company, a sale or other transfer (in one transaction or a series of related transactions) of a majority of the assets owned directly or indirectly by the Company, or a similar transaction involving the Company, provided that: (i) Lender receives at least sixty (60) days' notice of such Transfer; (ii) such transfer may only occur after the end of the 6th month following the Closing Date and before the end of the 51st month following the Closing Date; (iii) the tangible net worth, exclusive of goodwill, of the surviving entity shall be at least 20% greater than the net worth of the Company and such entity will otherwise be of equal or greater creditworthiness than the Company; (iv) the surviving entity shall have a ratio of debt to gross book assets that does not exceed 55%; (v) the surviving entity and its Interest Holders comply with the requirement set forth in the last paragraph of Section 8.1(1); (vi) neither the surviving entity nor any Person Controlling, Controlled by or under common Control with the surviving entity has been involved in any material litigation with Lender or has defaulted on any material obligations owed to Lender; (vii) Borrower shall provide Lender with all information reasonably requested by Lender to evaluate the Transfer and copies of all operative documents effecting the Transfer; (viii) the surviving entity has no less experience in the ownership and asset management of hotel assets than Borrower and the Company and is otherwise approved by Lender, which approval shall not be unreasonably withheld, conditioned or delayed; (ix) Borrower and any successor to the Company shall execute all documents required by the Company to assume or confirm the transferee's obligations under the Loan Documents; (x) no Potential Default or Event of Default then exists under the Loan; (xi) Borrower shall pay all costs and expenses incurred by Lender in connection with any such Transfer; (xii) closing of the Transfer shall...
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Assumption/Transfer. In Sections 8.1(2)(b)(ii) and (xiii), “Closing Date” is changed to “First Additional Projects Closing Date”.
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Related to Assumption/Transfer

  • Assignment/Transfer The Credit (or a portion thereof as earned) under this Agreement may be assigned to an “Affiliated Corporation” in accordance with RTC section 23663. As stated in RTC section 23689(i)(1), this Agreement shall not restrict, broaden, or alter the ability of Taxpayer to assign the Credit in accordance with RTC section 23663. In order to transfer this Agreement as a result of a sale or merger, prior written consent of GO- Biz must be obtained or the transfer will be void. Such transfer shall be permitted if GO-Biz determines that the transfer would further the purposes of the CCTC program and benefit California. Prior to GO-Biz consenting to the transfer, the new entity must disclose to GO-Biz the number of California full-time employees it employed at the time of acquisition or merger and any other information GO-Biz requests that applicants for a CCTC provide pursuant to a CCTC application.

  • Asset Transfer As consideration for the indemnity reinsurance of the General Account Liabilities by Reinsurer hereunder, Cedent hereby agrees to transfer to Reinsurer in accordance with the terms of the Acquisition Agreement (i) investment assets having a statutory statement carrying value on the books of Cedent equal to (a) the General Account Liabilities as of the close of business on the last day of the month preceding the month in which the Effective Date falls plus (b) the amount of the participating surplus with respect to the Coinsured Contracts as of such date less (c) the amount of any contract loans under the Coinsured Contracts as of such date and less (d) the amount of the General Account Other Insurance Assets as of such date and (ii) the General Account Other Insurance Assets as of the close of business on the last day of the month preceding the month in which the Effective Date falls. As additional consideration for the assumption of the General Account Liabilities by Reinsurer, Reinsurer shall be entitled to 100% of all premiums, deposits and other considerations to the extent received on or after the Effective Date by Cedent or Reinsurer with respect to the general account portion of the Coinsured Contracts net of reinsurance premiums and all other amounts payable on or after the Effective Date with respect to the Outward Reinsurance. Cedent shall promptly remit to Reinsurer (but in no event later than 72 hours following the receipt of any such premiums, deposits and other considerations) any such amounts received by it in respect of any of the Coinsured Contracts and hereby assigns to Reinsurer all of its rights to such premiums, deposits and other considerations payable to Cedent.

  • Transfer/Assignment (A) Subject to compliance with clause (B) of this Section 7, this Warrant and all rights hereunder are transferable, in whole or in part, upon the books of the Company by the registered holder hereof in person or by duly authorized attorney, and a new warrant shall be made and delivered by the Company, of the same tenor and date as this Warrant but registered in the name of one or more transferees, upon surrender of this Warrant, duly endorsed, to the office or agency of the Company described in Section 3. All expenses (other than stock transfer taxes) and other charges payable in connection with the preparation, execution and delivery of the new warrants pursuant to this Section 7 shall be paid by the Company. (B) The transfer of the Warrant and the Shares issued upon exercise of the Warrant are subject to the restrictions set forth in Section 4.4 of the Purchase Agreement. If and for so long as required by the Purchase Agreement, this Warrant shall contain the legends as set forth in Section 4.2(a) of the Purchase Agreement.

  • Assumption of Assumed Liabilities (a) Except as expressly provided in Section 2.4(b), the Purchaser shall not assume, in connection with the transactions contemplated hereby, any liability or obligation of either Seller whatsoever, whether known, unknown, absolute, contingent or otherwise, and whether accrued or unaccrued. (b) Subject to the foregoing Section 2.4(a), effective as of the Closing Date, the Purchaser shall assume the following liabilities and obligations of the Sellers arising out of the use, ownership or operation of the Business, the Facilities or the other Assets (collectively, the “Assumed Liabilities”): (i) the obligations of the Sellers under (x) each Assumed Contract, related to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption Agreement, (y) each JWWTP Agreement to the extent assigned to the Purchaser under the Assignment (JWWTP Agreements) and (z) each License included in the Assets required to be performed on or after the Closing Date; (ii) all accounts payable, accrued expenses and other current liabilities of the Sellers related to the Business and accrued or existing as of the Closing Date, but only to the extent included in the determination of Final Net Working Capital; (iii) all liabilities and obligations, known or unknown, relating to, resulting from, arising out of or in connection with, directly or indirectly, (A) events that occur, (B) services performed or products manufactured or sold, or (C) the ownership, operation or use of the Business and the Assets, in each case, from and after the Closing; (iv) liabilities and obligations relating to or arising from physical or bodily injuries to, or damage to the property of, third parties that occur from and after the Closing to the extent caused by the physical condition of the Assets (which are being transferred as-is, where-is); (v) liabilities arising in connection with any severance plan established by the Purchaser on or after the Closing Date; and (vi) liabilities under any of the CBAs or any other collective bargaining agreement or other labor arrangement, including any grievances, to the extent arising from any act or omission after the Closing.

  • Permit Transfer/Sale Release and Waiver of All Claims against Sector Manager; Indemnification and Hold Harmless.