Terms of Transfer Clause Samples
The "Terms of Transfer" clause defines the specific conditions and procedures under which rights, obligations, or property may be transferred from one party to another within an agreement. This clause typically outlines what can be transferred, any required approvals or notifications, and the timing or process for effecting the transfer. For example, it may specify that a party cannot assign its contractual rights without the other party's written consent. Its core practical function is to ensure clarity and control over how and when transfers occur, thereby preventing unauthorized or unintended changes in the parties' relationships or obligations.
Terms of Transfer. Upon the transfer referred to in Section 6.1 becoming effective:
(a) Project Co and the Authority will be released from their obligations under the Project Agreement to each other, including with respect to indemnification under the Project Agreement whether arising prior to or after such transfer (the “Discharged Obligations”);
(b) the Suitable Substitute Project Co and the Authority will assume obligations which are substantially similar to the Discharged Obligations, but owed to or assumed by the Suitable Substitute Project Co instead of Project Co;
(c) the rights of Project Co against the Authority under the Project Agreement and vice versa (the “Discharged Rights”) will be cancelled;
(d) the Suitable Substitute Project Co and the Authority will acquire rights against each other which differ from the Discharged Rights only insofar as they are exercisable by or against the Suitable Substitute Project Co instead of Project Co;
(e) any subsisting ground for termination of the Project Agreement by the Authority will be deemed to have no effect and any subsisting Termination Notice will be automatically revoked;
(f) the Authority will enter into a lenders’ remedies agreement with the Suitable Substitute Project Co and a representative of Senior Lenders lending to the Suitable Substitute Project Co on substantially the same terms as this Agreement; and
(g) any Deductions that arose prior to that time will not be taken into account after the transfer for the purposes of Sections 11.1(b) and 12.1(h) of the Project Agreement and Sections 6.7 and 6.8 of Schedule 4 to the Project Agreement.
Terms of Transfer. 1.1. Upon the terms and subject to the conditions of this Agreement, if (a) as of 5:30 PM, New York time, on the date of the Meeting, Investor holds the Investor Shares (as defined below), (b) Investor does not exercise (or exercised and validly rescinds) its Redemption Rights with respect to such Investor Shares in
Terms of Transfer. Each holder of Investor Securities transferring Investor Securities pursuant to this Section 6 shall be obligated to: (i) provide reasonable warranties, customary for Transfers of this kind, if any, so long as such warranties shall also be provided by the Transferring Securityholder, with respect to title to and ownership of such Investor’s Securities and such Investor’s capacity to enter into and be bound by the Transfer agreement; (ii) to provide the representations and warranties, if any, to be provided by the Transferring Securityholder with respect to the Company and its Subsidiaries and their business; and (iii) pay its pro rata share (based on the proceeds to be received) of the reasonable and customary expenses incurred by the Investors in connection with such Transfer (including the reasonable fees and disbursements of one counsel (evidenced in writing), chosen by the Bain Investors, representing the Investors) but only to the extent that such costs are incurred for the benefit of all holders of Investor Securities transferring Investor Securities pursuant to this Section 6 and are not otherwise paid by the Company or the acquiring Person; and (iv) be obligated to join on a pro rata basis (based on the proceeds received) (A) in any indemnification obligation, (B) any material obligation in respect of (1) the setting up of an escrow to support indemnification or (2) the adjustment of the purchase price that the Transferring Securityholder agrees to provide in connection with such Transfer (other than any such obligations which relate specifically to a particular holder of Investor Securities such as indemnification with respect to warranties given by an Investor regarding such holder of Investor Securities’ title to and ownership of Investor Securities); provided that no holder shall be obligated in connection with such Transfer to agree to indemnify or hold harmless the transferees with respect to, or otherwise be responsible for, an amount in excess of the cash proceeds, net of expenses, paid to such holder in connection with such Transfer; provided, further, that the liability resulting from any such indemnity or any other obligation in connection with such Transfer shall be several and not joint as among the indemnitors. Notwithstanding anything herein to the contrary, the Dow Investor shall not be obligated to agree to (i) a restriction on the business of the Dow Investor or any of its Affiliates or (ii) a restriction on soliciting or hiring e...
Terms of Transfer. (a) Upon the terms and subject to the conditions of this Agreement, the Sponsor agrees that if (a) as of 5:00 PM, New York time, on the date of the Meeting, Investor holds the Investor Shares (as defined below), (b) Investor did not exercise its Redemption Rights with respect to such Investor Shares in connection with the Meeting, and (c) the Extension Amendment is approved at the Meeting and is effected by the Company’s filing with the Secretary of the State of Delaware of an amendment to the Charter, then the Sponsor hereby agrees to (i) assign and transfer to Investor for no additional consideration the Assigned Securities set forth on Exhibit A at such time as the conditions set forth in Section 1.2 below are satisfied and (ii) assign to Investor the Economic Interest (as defined below) associated with the Assigned Securities.
Terms of Transfer. 1.1. Upon the terms and subject to the conditions of this Agreement, if (a) as of 5:30 PM, New York time, on the date of the Meeting, Investor holds the Investor Shares (as defined below), (b) Investor does not exercise (or exercised and validly rescinds) its Redemption Rights with respect to such Investor Shares in connection with the Meeting, and (c) the Extension is approved at the Meeting and ExcelFin meets the continued or initial listing requirements to be listed on a National Securities Exchange following the Meeting, then the Sponsor hereby agrees to assign and transfer to Investor for no additional consideration the Assigned Securities set forth on Exhibit A, and the Sponsor further agrees to assign to Investor the Economic Interest (as defined below) associated with the Assigned Securities that the Sponsor has agreed to assign and transfer to Investor. “Investor Shares” shall mean an amount of the Public Shares equal to the lesser of (i) 200,000 Public Shares, and (ii) 9.9% of the total number of the Public Shares that are not to be redeemed, including those Public Shares subject to non-redemption agreements with other ExcelFin stockholders similar to this Agreement on or about the date of the Meeting. The Sponsor and ExcelFin agree to provide Investor with the final number of Investor Shares subject to this Agreement no later than 9:30 a.m. Eastern on the first business day before the date of the Meeting (and in all cases a sufficient amount of time to allow the Investor to reverse any exercise of Redemption Rights with regard to any Investor Shares), provided, that such amount shall not exceed 200,000 Public Shares.
Terms of Transfer. If an Offer made pursuant to subsection (a) or (b) of this Section 1 is accepted, the terms of purchase and sale to Association or Declarant or any other purchaser permitted herein, as the case may be, shall be as follows: The purchase price shall be the value of the Condominium as determined under Section 3 of this Article XIV (the "Section 3 Price"). If sale is to the Association or Declarant, the closing of any such sale shall occur not less than 30 days nor more than 90 days from date of acceptance of Owner's Offer or as mutually agreed. Proceeds of the purchase price due to Owner shall be applied as follows:
(1) Prorated assessments to date of closing, shall be paid from the Owner and purchaser proceeds. All delinquent assessments, late fees and penalties assessed by the Association against the Owner shall be paid to the Association from the Owner proceeds prior to the closing.
(2) Amounts due to Owner's Mortgagees as their interests may appear, or by assumption of the mortgage(s), as desired and arranged by the Purchaser and as agreed to by the Mortgagee.
(3) Amounts due to Owner's lien holders as their interests may appear.
(4) Closing costs customarily charged to sellers including by way of example but not limitation, title insurance premiums, documentary transfer tax, association transfer fees, and escrow fees unless mutually agreed otherwise in writing.
(5) A reasonable repair and cleaning allowance (the "Repair Allowance") shall be withheld by Declarant in order to ensure that the Unit and its component parts conform to a "high standard of habitability and maintenance" if the repairs and cleaning are to be performed by Declarant after the close of escrow. Declarant is authorized to use any such funds withheld to ensure that the Unit and component parts conform to such standard, and to pay itself a surcharge not to exceed twenty-five percent (25%) of the total costs incurred to bring the Unit to such standard if Declarant arranges, administrates and/or oversees the work ("Repair Surcharge"). Declarant may from time to time publish written procedures and guidelines for implementation and enforcement of the Owner's obligation to maintain the Condominium in a "high standard of habitability and maintenance" throughout his ownership of the Condominium and to deliver the Condominium at the time of sale in a condition that meets such standard. When applying this standard, the age of
Terms of Transfer. 1.1. Upon the terms and subject to the conditions of this Agreement, if (a) as of 5:30 PM, New York time, on the date of the Meeting, Investor holds the Investor Shares (as defined below), (b) Investor does not exercise (or exercised and validly rescinds) its Redemption Rights with respect to such Investor Shares in connection with the Meeting, and (c) the Extension is approved at the Meeting and SUAC meets the continued or initial listing requirements to be listed on a National Securities Exchange following the Meeting, then the Sponsor hereby agrees to assign to Investor for no additional consideration the Assigned Securities set forth on Exhibit A, and the Sponsor further agrees to assign to Investor the Economic Interest (as defined below) associated with the Assigned Securities that the Sponsor has agreed to assign to Investor. “Investor Shares” shall mean an amount of the Public Shares equal to the lesser of (i) 400,000 Public Shares, and (ii) 9.9% of the Public Shares that are not to be redeemed, including those Public Shares subject to non-redemption agreements with other SUAC stockholders similar to this Agreement on or about the date of the Meeting. The Sponsor and SUAC agree to provide Investor with the final number of Investor Shares subject to this Agreement no later than 9:30 a.m. Eastern on the first business day before the date of the Meeting (and in all cases a sufficient amount of time in advance to allow the Investor to reverse any exercise of Redemption Rights with regard to any Investor Shares), provided, that such amount shall not exceed 400,000 Public Shares.
Terms of Transfer. Title, Sanctioned Plans and Construction: The Buyer has examined or caused to be examined the following and the Buyer is fully satisfied about the same and shall not be entitled to and covenant not to raise any requisition, query, clarification or objection regarding the same and also further waive the right, if any, to do so:
Terms of Transfer. 1.1. Upon the terms and subject to the conditions of this Agreement, if (a) as of 5:30 PM, New York time, on the date of the Meeting, Investor holds the Investor Shares (as defined below), (b) Investor does not exercise (or exercised and validly rescinds) its Redemption Rights with respect to such Investor Shares in connection with the Meeting, (c) the Extension is approved at the Meeting and, and (d) the Company implements the Extension, then WTMA and the Sponsor hereby agree to cause MergeCo to issue to Investor for no additional consideration the Promised Securities set forth on Exhibit A. “Investor Shares” shall mean an amount of the Public Shares presently held by Investor equal to the lesser of an aggregate amount of (i) [ ] Public Shares, and (ii) 9.9% of the Public Shares that are not to be redeemed, including those Public Shares subject to non-redemption agreements with other WTMA shareholders similar to this Agreement on or about the date of the Meeting. The Sponsor and WTMA agree to provide Investor with the final number of Investor Shares subject to this Agreement no later than 9:30 a.m. Eastern on the first business day before the date of the Meeting (and in all cases a sufficient amount of time to allow the Investor to reverse any exercise of Redemption Rights with regard to any Investor Shares), provided, that such amount shall not exceed [ ] Public Shares.
Terms of Transfer. 7.1- SALIENT TERMS-: The transfer being effected by this conveyance is-: