Transfer by Purchaser Sample Clauses

Transfer by Purchaser. (a) The Purchaser may Transfer all (but not less than all) of its rights and obligations under this Agreement to an Affiliate of the Purchaser, provided that: (i) the Purchaser provides at least 30 days’ prior notice to the Seller of the Transfer; (ii) any such Transfer shall not cause the Vale Entities to, or to reasonably expect to, become liable for any increase in Taxes (including, for greater certainty, any Taxes of the Purchaser in respect of which the Vale Entities would be required to indemnify or otherwise compensate the Purchaser unless the Purchaser waives any entitlement to indemnification or other compensation in respect of any such increase in Taxes) or, where under such Transaction the jurisdiction of the Purchaser (by virtue of such Affiliate becoming the Purchaser) will change to any jurisdiction other than Canada or the Purchaser will continue or migrate to any jurisdiction other than Canada or become resident for tax purposes in any jurisdiction other than Canada, the potential for any additional Tax to become payable, provided that to the extent that any such actual increase in Tax payable by the Seller does not result in a material increase in any Tax or in such an increase in the potential for any material additional Tax to become payable by the Seller, as determined by the Seller, acting reasonably, the Purchaser shall be permitted to satisfy this Section 9.5(a)(ii) by providing an indemnity, prior to the completion of such Transfer, to the Seller in form and substance satisfactory to the Seller, acting reasonably, and enforceable by the Seller, for the full amount of such increase in Taxes; and (iii) any such Transfer shall not become effective or relieve the Purchaser of its obligations under this Agreement unless such Transfer is made pursuant to an agreement in form and substance satisfactory to the Seller, acting reasonably, and enforceable by the Seller, whereby the obligations of the Purchaser under this Agreement would be assumed by such Affiliate. (b) In the case of a Transfer to a Person that is not an Affiliate of the Purchaser, the Purchaser may Transfer all (but not less than all) of its rights or obligations under this Agreement to an Approved Purchaser Transferee, to the extent permitted in accordance with Section 10.1. (c) Notwithstanding any other provision of this Agreement, neither a Change of Control of the Purchaser nor the grant by the Purchaser of an Encumbrance in respect of its rights under this Agreement to ...
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Transfer by Purchaser. No sale, including a sale by way of sub-agreement of sale, assignment, lease, mortgage or other disposition, pledge or encumbrance of this Agreement or of Purchaser's interest hereunder, in whole or part, or parting with possession of the property in whole or part shall be valid without the prior written consent of Seller. Seller may withhold consent unless satisfied that the proposed purchaser has the financial capability to perform Purchaser's obligations hereunder. Any transfer without consent will be void at the option of Seller. Seller will not require the payment of any money as a condition to consent other than a reasonable charge for processing the application for consent and preparing the instrument of consent.
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Transfer by Purchaser. In consideration of the issuance by the --------------------- Company of the Shares to Purchaser, Purchaser hereby forever sells, assigns, transfers, releases and conveys to the Company, and its successors and assigns, Purchaser's entire right, title and interest in and to all copyrights, moral rights and rights of authorship in the Business Plan and all physical embodiments and copies thereof. Purchaser further agrees, promptly upon request of the Company, or any of its successors or assigns, to execute and deliver, without further compensation of any kind, any power of attorney, assignment, application for copyright, patent or other intellectual property right protection, or any other papers which may be necessary or desirable to fully secure to the Company, its successors and assigns, all right, title and interest in and to the Business Plan and all physical embodiments and copies thereof, and to cooperate and assist in the prosecution of any opposition proceedings involving said rights and any adjudication of the same. Further, Purchaser agrees never to assert any claims, rights or moral rights in or to the Business Plan or any physical embodiments or copies thereof.
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Transfer by Purchaser. At any time and from time to time following the payment of the Upfront Deposit in full on the Closing Date, Purchaser may Transfer (including by way of syndication or granting of participation rights) any of its rights or obligations under this Agreement and the other Transaction Documents, without the consent of any Seller Group Member, by providing ten (10) days’ prior written notice to Seller, provided that: (a) such transferee is not: (i) a Restricted Person; (ii) without Seller’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned): (1) another major producer of nickel or cobalt that is in direct competition with Seller or the ▇▇▇▇ ▇▇▇▇▇▇ JV; or (2) a person a substantial part of whose business includes commodity trading; (b) with respect to any Transfer of less than all of Purchaser’s rights and obligations under the Transaction Documents, Purchaser shall be the representative of any such transferee for all purposes hereunder and Seller shall continue to deal solely and directly with Purchaser in connection with the rights and obligations of Purchaser and such transferee under the Transaction Documents. (c) this Section 8.4 shall not apply to the grant by Purchaser of any Encumbrance to a lender which is not a restricted transferee pursuant to Section 8.4(a) or any foreclosure, sale, transfer in lieu of or other disposition by any such lender (or receiver, receiver manager or similar officer) pursuant to any such Encumbrance or similar process (and none of the foregoing shall constitute a Transfer by Purchaser).
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Related to Transfer by Purchaser

  • Deliveries by Purchaser At the Closing, Purchaser will deliver or cause to be delivered to Sellers the following:

  • Representations by Purchasers; Resale by Purchasers (a) Each Purchaser severally represents and warrants to the Company and the Guarantors that it is an institutional “accredited investor” within the meaning of Rule 501(a)(1),(2),(3) or (7) under the Securities Act. (b) Each Purchaser severally acknowledges that the Notes have not been registered under the Securities Act and represents and warrants to, and agrees with, the Company and the Guarantors that it will not offer or sell the Offered Securities within the United States or to, or for the account or benefit of, U.S. persons, except (i) pursuant to Rule 144A or any other exemption from the registration requirements of the Securities Act, if available, or (ii) to non-U.S. persons outside the United States, in accordance with Regulation S. Each Purchaser severally represents and agrees that it has offered and sold the Notes, and will offer and sell the Notes (i) as part of its distribution at any time and (ii) otherwise until 40 days after the later of the commencement of the offering and the Closing Date, only in accordance with Rule 903 or Rule 144A. Accordingly, neither such Purchaser nor its affiliates, nor any persons acting on its or their behalf, have engaged or will engage in any directed selling efforts with respect to the Notes, and such Purchaser, its affiliates and all persons acting on its or their behalf have complied and will comply with the offering restrictions requirement of Rule 144A and Regulation S. Each Purchaser severally agrees that, at or prior to confirmation of sale of the Notes, other than a sale pursuant to Rule 144A, such Purchaser will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases the Notes from it during the restricted period a confirmation or notice to substantially the following effect: “The Securities covered hereby have not been registered under the U.S. Securities Act of 1933 (the “Securities Act”) and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the date of the commencement of the offering and the closing date, except in either case in accordance with Regulation S (or Rule 144A if available) under the Securities Act. Terms used above have the meanings given to them by Regulation S.” Terms used in this subsection (b) have the meanings given to them by Regulation S. (c) Each Purchaser severally agrees that it and each of its affiliates has not entered and will not enter into any contractual arrangement with respect to the distribution of the Notes except for any such arrangements with the other Purchasers or affiliates of the other Purchasers or with the prior written consent of the Company. (d) Each Purchaser severally agrees that it and each of its affiliates will not offer or sell the Notes in the United States by means of any form of general solicitation or general advertising within the meaning of Rule 502(c), including, but not limited to (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. Each Purchaser severally agrees, with respect to resales made in reliance on Rule 144A of any of the Notes, to deliver either with the confirmation of such resale or otherwise prior to settlement of such resale a notice to the effect that the resale of such Notes has been made in reliance upon the exemption from the registration requirements of the Securities Act provided by Rule 144A.

  • BREACH BY PURCHASER In the event Purchaser should fail to consummate the purchase of the Property, the conditions to Purchaser’s obligations set forth in Article III having been satisfied and Purchaser being in default and Seller not being in default hereunder, Seller shall have the right to receive the Escrow Deposit, if any, from the title company, the sum being agreed on as liquidated damages for the failure of Purchaser to perform the duties, liabilities, and obligations imposed upon it by the terms and provisions of this Contract, and Seller agrees to accept and take this cash payment as its total damages and relief and as Seller’s sole remedy hereunder in such event. If no Escrow Deposit has been made then Seller shall receive the amount of $500 as liquidated damages for any failure by Purchaser.

  • Assignment by Purchaser The Purchaser shall have the right, without the consent of the Company but subject to the limit set forth in Section 2.02 hereof, to assign, in whole or in part, its interest under this Agreement with respect to some or all of the Mortgage Loans, and designate any person to exercise any rights of the Purchaser hereunder, by executing an Assignment and Assumption Agreement and the assignee or designee shall accede to the rights and obligations hereunder of the Purchaser with respect to such Mortgage Loans. All references to the Purchaser in this Agreement shall be deemed to include its assignee or designee.

  • Termination by Purchaser This contract shall be terminated, upon election and written notice by ▇▇▇▇▇▇▇▇▇, if Catastrophic Damage rate rede- termination under BT3.32 shows that the appraised