Closing Transfers Clause Samples

The Closing Transfers clause defines the process and requirements for transferring assets, rights, or interests between parties at the closing of a transaction. Typically, this clause outlines the specific documents, instruments, or actions that must be executed or delivered to effectuate the transfer, such as signing deeds, delivering certificates, or updating ownership records. Its core practical function is to ensure that all necessary steps are clearly identified and completed at closing, thereby facilitating a smooth and legally effective transfer of ownership or interests and minimizing the risk of disputes or incomplete transactions.
Closing Transfers. In connection with the Spin-Offs and for purposes of determining Service Credits under any Plan, Hyatt shall credit each Retained Employee and the appropriate member of the Gaming Group shall credit each Transferred Employee and Grand Victoria Employee with such Employee’s Service Credits and original hire date as reflected in the records of the other parties, if any, as of the Closing. Such Service Credits and hire date shall continue to be maintained as described in this Agreement for as long as the Employee does not terminate employment with Hyatt or the members of the Gaming Group or as otherwise may be required by applicable law or any applicable Plan.
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Closing Transfers. Pursuant to Section 2.1, Purchaser Entities have designated Par Rocky Mountain Midstream, LLC, a limited liability company organized under the laws of the State of Delaware (the “Silvertip Purchaser”), to purchase, acquire and accept from the applicable Sellers, all of such Sellers’ right, title and interest in and to the Silvertip Pipeline System and each of the Assets set forth in Section 2.1(a)(iv) through (xiii) solely to the extent related to the Silvertip Pipeline System (collectively, the “Silvertip Pipeline System Assets”). Without limitation of Section 2.3, the Silvertip Purchaser shall assume, and timely fulfill, perform, pay and discharge, in accordance with their terms all the Assumed Liabilities in respect of the Silvertip Pipeline System Assets. For all purposes hereof, the Silvertip Purchaser shall be deemed a “Party” to this Agreement and each reference in this Agreement to the (a) “Asset Purchaser” shall hereby include the Silvertip Purchaser solely with respect to the Silvertip Pipeline System Assets and related Assumed Liabilities, and (b) “Purchaser Entities” shall include the Silvertip Purchaser as a Purchaser Entity, in each case of clause (a) and (b), in respect of the rights and obligations under this Agreement. Notwithstanding anything to the contrary in this Agreement, (x) the foregoing designation of the Silvertip Purchaser for purposes of such purchase and assumption in respect of the Silvertip Pipeline System Assets and related Assumed Liabilities shall limit neither the rights of the Sellers or the Purchaser Entities under this Agreement nor the obligations of the Purchaser Entities (including the Silvertip Purchaser) or the Sellers pursuant to the terms of this Agreement and (y) the obligations of the Purchaser Parent in accordance with the Purchaser Parent Guarantee shall extend to and include the Silvertip Purchaser as a Purchaser Entity for all purposes of Sections 8.17 and 16.4 of this Agreement. At the Closing, the Silvertip Purchaser shall execute and deliver to the Sellers the Assignment and Bill of Sale and the Silvertip Pipeline System Deed.
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Closing Transfers. (a) No later than the third Business Day prior to the anticipated Closing Date, the Ceding Company shall deliver to the Reinsurer and, for informational purposes only, the Retrocessionaire, a Statement of Net Settlement (the “Estimated Statement of Net Settlement”) prepared in good faith and including reasonably detailed support thereof and setting forth each item included on the form of Statement of Net Settlement attached as Schedule II, including: (i) an estimate of the Initial Reinsurance Premium, including the estimated Adjusted Interest Maintenance Reserve; (ii) an estimate of the Base Deposit Balance, using the reference indices set forth on Schedule IV as of 4:00 p.m. (Eastern time) on the fifth Business Day immediately preceding the anticipated Closing Date (the “Estimated Base Deposit Balance”); (iii) an estimate of the Ceding Commission; (iv) a list of Investment Assets comprising the Initial Portfolio and additional cash (the “Estimated Transferred Cash Amount”) to be transferred by the Ceding Company in accordance with Section 2.03(c) and the relevant provisions of the Coinsurance Agreement (such cash and assets, the “Transferred Assets”), a listing of the Fair Market Value of each such asset, individually and in the aggregate, and an estimate of the Transaction IMR Amount as to such Transferred Assets, in each case, as of 4:00 p.m. (Eastern time) on the fifth Business Day immediately preceding the anticipated Closing Date. For the avoidance of doubt, the Transferred Assets shall include the Investment Assets set forth in the Initial Portfolio with such deletions and additions as may be permitted pursuant to Section 6.01 and Section 6.06 and the parties shall update Schedule I to reflect such changes; (v) an estimate of the Interim Period Cash Flows (the “Estimated Interim Period Cash Flows”); and (vi) an estimate of the Total Net Settlement Amount (the “Estimated Total Net Settlement Amount”). The Estimated Statement of Net Settlement shall be prepared in the same format as the form of Statement of Net Settlement attached as Schedule II. (b) No later than 9:00 p.m. (Eastern time) on the Business Day immediately prior to the anticipated Closing Date, the Ceding Company shall prepare and deliver to the Reinsurer, and, for informational purposes only, the Retrocessionaire, a statement (the “Updated Transferred Cash Statement”) setting forth (i) an estimate of the Base Deposit Balance, using the reference indices set forth on Schedule IV as of 4:...
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Closing Transfers. During the Pre-Closing Period, no Seller shall, without the prior written consent of the Counterparty, Transfer any of its Units (other than the sale or transfer to the Company of all, but not less than all, of such Seller’s Units upon the exercise of the Company’s repurchase and/or redemption rights under the Operating Agreement following an Involuntary Transfer (as defined therein) or Transfer to the Company upon the termination of such Seller’s employment and, in each case, in respect of which all amounts payable in respect of such repurchase or redemption are paid in full prior to the Closing). Without limiting the foregoing or anything else set forth in this Agreement, in the event the Counterparty consents to a Transfer of Units, as a condition to any such Transfer, the transferee shall duly execute and deliver to the Company and the Counterparty a joinder, in the form attached hereto as Exhibit B, and any Transfer undertaken in breach of this Section 6.14 shall be null and void ab initio.
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Closing Transfers. At Closing and in order to facilitate the sale of the Canadian Business, Seller shall cause ▇▇▇▇▇▇▇ to enter into the ▇▇▇▇ of Sale and Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit A with such changes thereto as are reasonably agreed by the parties negotiating in good faith (the “Closing Transfer Documents”), which details the transfer, which transfer shall occur, for greater certainty, immediately after the acquisition of the Membership Interests by Buyer, of the Transferred Assets, Assumed Liabilities and Business Employees employed by ▇▇▇▇▇▇▇ from ▇▇▇▇▇▇▇ to the Canadian Buyer (the “Closing Transfers”).
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Closing Transfers 
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Related to Closing Transfers

  • Closing Transactions On the terms and subject to the conditions set forth in this Agreement, the following transactions shall occur in the order set forth in this Section 2.1:

  • Pre-Closing Transactions Prior to the purchase of the Initial Securities on the Closing Date, the Pre-Closing Transactions shall have been duly consummated at the respective times and on the terms contemplated by this Agreement, the General Disclosure Package and the Prospectus and the Representatives shall have received such evidence that the Pre-Closing Transactions have been consummated as the Representatives may reasonably request.

  • Asset Transfers The Company shall not (i) transfer, sell, convey or otherwise dispose of any of its material assets to any subsidiary except for a cash or cash equivalent consideration and for a proper business purpose or (ii) transfer, sell, convey or otherwise dispose of any of its material assets to any Affiliate, as defined below, during the Term of this Agreement. For purposes hereof, "Affiliate" shall mean any officer of the Company, director of the Company or owner of twenty percent (20%) or more of the Common Stock or other securities of the Company.

  • Non-Transfers Notwithstanding anything to the contrary contained in this Article 14, (i) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant), (ii) an assignment of the Premises to an entity which acquires all or substantially all of the assets or interests (partnership, stock or other) of Tenant, (iii) an assignment of the Premises to an entity which is the resulting entity of a merger or consolidation of Tenant with another entity, or (iv) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant’s stock on a nationally-recognized stock exchange (collectively, a “Permitted Transferee”), shall not be deemed a Transfer under this Article 14, provided that (A) Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information requested by Landlord regarding such assignment or sublease or such affiliate, (B) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (C) such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, and (D) such Permitted Transferee described in subpart (ii) or (iii) above shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal to the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease. An assignee of Tenant’s entire interest that is also a Permitted Transferee may also be known as a “Permitted Assignee”. “Control,” as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. No such permitted assignment or subletting shall serve to release Tenant from any of its obligations under this Lease.

  • Rule 144A Transfers If the transfer is being effected in accordance with Rule 144A: (A) the Specified Securities are being transferred to a person that the Owner and any person acting on its behalf reasonably believe is a "qualified institutional buyer" within the meaning of Rule 144A, acquiring for its own account or for the account of a qualified institutional buyer; and (B) the Owner and any person acting on its behalf have taken reasonable steps to ensure that the Transferee is aware that the Owner may be relying on Rule 144A in connection with the transfer; and