Third Party Transfer Clause Samples

Third Party Transfer. This Agreement is personal to the contracting parties. Neither party may seek to transfer, charge or make over this Agreement to any third party without the prior written approval of the other party except to the extent that the benefit and burden of this Agreement shall be binding upon the successors in business and/or title of the Assignee.

Third Party Transfer. A Seller may transfer any Disposal Shares, which have not been offered for sale and accepted for purchase by the Remaining Shareholders in accordance with this clause to any person, upon terms which are at least as equally favourable to the Seller as the terms set out in the Sale Notice at any time before 6 months following the date of the Sale Notice.

Third Party Transfer. Subject to his/her/their right to avail of a home loan from any HFI as aforesaid, the Allottee(s) shall not enter into any transaction in respect of the Apt. with third parties other than the HFI without the previous consent in writing of the Promoter. Upon receiving possession of the Apt. and prior to execution of the Sale Deed the Allottee(s) shall, subject to the other terms and conditions herein, have the right to or otherwise transfer his/her/their interest under or benefit of this Agreement to any person(s) of his/her/their choice or deal with or dispose of or part with in any manner whatsoever, or assign, or part with as aforesaid his/her/their interest under or benefit of this Agreement but only if and on condition that : 7.4.1 all the amounts and dues payable to the Promoter under this Agreement, are fully paid up; 7.4.2 the Allottee(s) is/are not in any default(s) or breach(es) of any of the terms, conditions and covenants of this Agreement; 7.4.3 the Allottee(s) obtain(s) the Promoter’s prior written approval of the document / agreement / deed / writing effecting or evidencing such sale / transfer / assignment and the requisite legal fees and statutory impositions in respect of the sale / transfer / assignment documentation are duly paid by the Allottee(s); however the Promoter has agreed and confirmed that the Allottee(s) shall not be liable to pay the Promoter any transfer fee or transfer charge in respect of such sale / transfer / assignment ;

Third Party Transfer. If the Offered Shares are not purchased by the Company or the Non-Selling Shareholders pursuant to the provisions of this Section 2.04 the Selling Shareholder may transfer the Offered Shares to the Proposed Purchaser at any time for ninety (90) days after the expiration of the Shareholders First Refusal Period, at the price and on the exact same terms specified in the First Refusal Notice. Subject to the condition that the Proposed Purchaser agrees to be bound by the terms and conditions of this Agreement, and the Offered Shares shall continue to be subject to the terms of this Agreement.

Third Party Transfer. 7.1. Without the prior written consent of the National Focal Point, neither this agreement nor the approval granted hereunder shall be transferred or assigned in whole or in part by the User to a third party. 7.2. In the event of any substantial changes in the management or shareholding of the User that alters the organizational or control structure of the User and includes changes brought by acquisition, merger, demerger or any other kind of corporate restructuring, the User shall ensure that the obligations under this agreement perpetuate and provide written notice to the National Focal Point not less than thirty (30) days prior to initiating such changes.

Third Party Transfer. The Initiating Tag Members shall notify the Company and each other Member in writing of (i) any Initiating Tag Member’s intention to effect such a Third Party Transfer, (ii) the identity of the Third Party transferee, (iii) the nature and per Common Unit amount of consideration to be paid by the Third Party transferee, including a description of any non-cash consideration sufficiently detailed to permit the determination of the fair market value thereof, (iv) the number of Common Units proposed to be sold by the Initiating Tag Members, (v) each other Member's pro rata portion of Common Units which it may Transfer in such Third Party Transfer, and (vi) the other material terms and conditions of such Transfer, including the proposed Transfer date, in each case, at least twenty five (25) Business Days before the closing of any such proposed Third Party Transfer, and each other Member shall have twenty (20) Business Days following the receipt of such notice from the Company to notify the Company in writing of the number of Common Units such Member desires to Transfer in such transaction. The Initiating Tag Members shall provide such information to the Company as promptly as practicable to enable the Company to comply with the foregoing sentence. Such notice shall be accompanied by a written offer from the proposed Third Party transferee to purchase such Common Units. Any Transfer of Common Units by any Member pursuant to this Section 10.04 shall be for the same price and form of consideration per Common Unit, and on the same terms and subject to the same conditions as the sale of Common Units owned by the Initiating Tag Members other than de minimis differences and other than with respect to representations made individually by a Member with respect to representations regarding authorization, due execution, enforceability, no conflicts and title, which shall be borne solely by the Member making such representations. Any indemnification or other obligation assumed in connection with a Third Party Transfer (A) shall be allocated among the Members selling Units in such Third Party Transfer on a pro rata basis, other than with respect to representations made individually by a Member regarding authorization, due execution, enforceability, no conflicts and title which shall be borne solely by the Member making such representations, (B) shall be several and not joint and (C) shall in no event exceed the lesser of (1) the total consideration actually paid to such Memb...

Third Party Transfer. 12.1 Neither party shall assign transfer charge or make over this Agreement or any of its rights or obligations without the prior written consent of the other party.

Third Party Transfer. Should the Franchisor declines to take over the premise, Franchisee could initiate a sale to a third party. Before the commencement of the negotiation, Franchisee must obtain prior approval from Franchisor because transfer will involve sharing sensitive and confidential information. Franchisor reserves the right to decline any perspective buyer on Franchise should Franchisor deem it is inappropriate and unsuitable. In circumstances where the business performance of the Franchised Center was poor and has recorded a loss on its management accounts for a period of 6 months consecutively, despite the Franchisee’s best endeavor to run the business of the Franchise Center in conformity with all requirements of the System, standards, Specifications, Proprietary Products, Local Advertising etc.., the Franchisor may, in its sole discretion waive or reduce the monetary penalty amount.

Third Party Transfer. If after the procedure set out in this clause has been complied with, all of the Transfer Shares have not been purchased by the Remaining Shareholders, the Transferor may transfer the Transfer Shares to a third party on terms and conditions which are no less favourable to the Transferor than the terms and conditions set out in the Transfer Notice at any time before the expiry of 6 months after the date of the Transfer Notice.