Failure to Transfer Clause Samples
The 'Failure to Transfer' clause defines the consequences and procedures that apply if a party does not successfully transfer an asset, right, or obligation as required by the agreement. Typically, this clause outlines the steps to be taken in the event of a failed transfer, such as providing notice, allowing a cure period, or specifying remedies like compensation or alternative arrangements. Its core practical function is to ensure that both parties understand their responsibilities and the repercussions of non-compliance, thereby reducing uncertainty and allocating risk in situations where a transfer does not occur as planned.
Failure to Transfer. Seller fails to transfer the Purchased Mortgage Loans to Buyer on the applicable Purchase Date (provided Buyer has tendered the related Purchase Price).
Failure to Transfer. Seller fails to transfer a material portion of the Purchased Assets to Buyer on the applicable Purchase Date (provided Buyer has tendered the related Purchase Price).
Failure to Transfer. Seller fails to transfer the Note or a material portion of the other Purchased Assets to Administrative Agent on the applicable Purchase Date (provided Administrative Agent has tendered the related Purchase Price on behalf of Buyers).
Failure to Transfer. Any Seller Party fails to either (i) transfer the Purchased Assets or pledge the Contributed REO Properties, as applicable, to Administrative Agent for the benefit the applicable Buyer or (ii) transfer Contributed REO Properties to the REO Subsidiary on the applicable Purchase Date (provided the Administrative Agent, on behalf of the applicable Buyer, has tendered the related Purchase Price).
Failure to Transfer. Seller fails to transfer the Purchased Mortgage Loans to Administrative Agent for the benefit of the applicable Buyer on the applicable Purchase Date (provided Administrative Agent, on behalf of the applicable Buyer, has tendered the related Purchase Price).
Failure to Transfer. A Seller Party fails to transfer the Purchased Assets to Administrative Agent for the benefit of the applicable Buyer (or with respect to Contributed Assets, fails to transfer such Contributed Assets to the applicable Underlying Entity) on the applicable Purchase Date (provided the Administrative Agent, on behalf of the applicable Buyer, has tendered the related Purchase Price).
Failure to Transfer. If a Selling Shareholder fails or refuses to comply with its obligations to transfer Relevant Securities under Clauses 23 to 26 inclusive on or before the Transfer Date for a reason other than failure to satisfy a Permitted Regulatory Condition:
26.3.1 the Company may: (a) complete, execute and deliver as attorney for and on behalf of the Selling Shareholder the required transfer pursuant to the powers vested in it pursuant to Clause 26.12; (ii) receive the purchase money in trust for a Selling Shareholder (without any obligation to pay interest); and (iii) cause a Buyer to be registered as the holder of the Relevant Securities being sold (once any required stamp duty has been paid, if required, and the relevant instrument of transfer has been duly stamped). The receipt by the Company of the purchase money shall be a good discharge to a Buyer (who shall not be bound to see to the application of those moneys). After a Buyer has been registered as holder of the Relevant Securities being sold in exercise of these powers:
(i) the validity of the transfer shall not be questioned by any person; and
(ii) the Selling Shareholder shall surrender its certificates for the Relevant Securities to the Company (or provide an express indemnity in a form satisfactory to the Buyer in the case of any certificate found to be missing). On surrender, the Selling Shareholder shall be entitled to the purchase money for the Relevant Securities; and
26.3.2 the Selling Shareholder shall not exercise any of its powers or rights in relation to management of, and participation in the profits of, the Company under this Deed, the Articles or otherwise. Without prejudice to the foregoing, the Directors appointed by the Selling Shareholder (or its predecessor in title) shall not:
(i) be entitled to vote at any Board meeting;
(ii) be required to attend any meeting of Directors in order to constitute a quorum; or
(iii) be entitled to receive or request any information from the Company.
Failure to Transfer. In the event of failure to effect a Book Transfer on the Delivery Date for any reason, other than an Event of Force Majeure pursuant to Article VII, URI's liability to UG for claims of any kind shall be limited to the difference between UG's reasonable, direct cost of purchasing a pound of replacement U3O8 times the number of pounds of U3O8 not delivered under this Agreement, and the Concentrates Price times the number of pounds of U3O8 not delivered.
Failure to Transfer. If the Transferring Shareholder or the Remaining Shareholder does not comply with its sale or purchase obligations in this Clause 23 then the provisions of Clause 26.3 shall apply.
Failure to Transfer. 13.6.1 If the selling Shareholder fails or refuses to comply with its obligations in this Clause, the Company may authorise a person to execute and deliver the necessary transfer on its behalf. The Company may receive the purchase money in trust for the selling Shareholder and cause the buyer to be registered as the holder of the Shares being sold. The receipt of the Company for the purchase money shall be a good discharge to the buyer (who shall not be bound to see to the application of those moneys). After the buyer has been registered as the holder of the shares being sold in purported exercise of these powers the validity of the proceedings shall not be questioned by any person.
13.6.2 If any selling Shareholder fails or refuses to transfer any Shares in accordance with this Clause the buyer may serve a default notice. Within five Business Days of service of a default notice (unless such non-compliance has previously been remedied to the reasonable satisfaction of the buyer), the defaulting selling Shareholder shall not exercise any of its powers or rights in relation to management of, and participation in the profits of, the Company under this Agreement, the Articles or otherwise. The Directors appointed by the defaulting seller (or its predecessor in title) shall not:
(a) be entitled to vote at any Board meeting;
(b) be required to attend any meeting of Directors in order to constitute a quorum; or
(c) be entitled to receive or request any information from the Company.