Transfer Deed Clause Samples

Transfer Deed. If any Lender wishes to transfer all or any of its rights, benefits and/or obligations under the Finance Documents, such transfer may be effected by novation through the delivery to the Facility Agent of a duly completed and duly executed Transfer Deed.

Transfer Deed. (a) To effectuate the transfer of the Business to Buyer as provided herein, Seller and Buyer shall execute the Transfer Deed and cause such Transfer Deed to be filed with the Italian Registro delle Imprese pursuant to Article 2556 of the Italian Civil Code. (b) By virtue of the Contribution in Kind and execution of the Transfer Deed, the Business, and all assets and properties comprised therein, shall become the sole and exclusive property of Buyer effective upon the execution of the Transfer Deed on the Closing Date.

Transfer Deed. The Transfer/Deed shall be prepared by the Vendor's solicitor at the Purchaser's expense, (being $250.00 plus HST) and shall be registered forthwith on closing by the Purchaser and at the Purchaser's expense. The Purchaser agrees to advise the Vendor, or the Vendor's solicitor, at least 20 days prior to the date of closing, as to how he or she will take title to the Property and of the birth dates of any parties taking title to the Property, failing which the Purchaser will elect to acquire title to the Property (if there is more than one Purchaser) as joint tenants.

Transfer Deed. The offer to transfer Eligible Receivables on the relevant Transfer Date shall be made by the Seller by delivering to the Management Company a Transfer Deed complying with the provisions of the French Code monétaire et financier, together with a computer file (“Transfer File”) identifying and individualising (“désignant et individualisant”) each Receivable to be transferred by the Seller, in accordance with the Transfer and Servicing Agreement. The Seller, the Management Company and the Custodian agree that they have the possibility to use, generate, transfer, sign, record and keep in custody Transfer Deeds by using Deedgital Box.

Transfer Deed. (a) If any Lender wishes to transfer all or any of its rights, benefits and/or obligations under the Finance Documents, such transfer may be effected by novation through the delivery to the Facility Agent of a duly completed and duly executed Transfer Deed. (b) The Facility Agent shall only be obliged to execute a Transfer Deed delivered to it pursuant to paragraph (a) above, upon its satisfaction with the results of all “know your client” or other applicable anti-money laundering checks relating to the identity of any person that it is required to carry out in relation to such Transferee. (c) Upon its execution of the Transfer Deed pursuant to paragraph (b) above on the later of the Transfer Date specified in such Transfer Deed and the fifth Business Day after (or such earlier Business Day endorsed by the Facility Agent on such Transfer Deed falling on or after) the date of execution of such Transfer Deed by the Facility Agent: (i) to the extent that in such Transfer Deed the Lender party to it seeks to transfer its rights, benefits and obligations under the Finance Documents, the Ultimate Parent, the Parent, each of the Obligors and such Lender shall be released from further obligations towards one another under the Finance Documents to that extent and their respective rights against one another shall be cancelled to that extent (such rights and obligations being referred to in this Clause 37.5 as “discharged rights and obligations”); (ii) the Ultimate Parent, the Parent, each of the Obligors and the Transferee party to it shall assume obligations towards one another and/or acquire rights against one another which differ from the discharged rights and obligations only insofar as the Ultimate Parent, the Parent, such Obligor and such Transferee have assumed and/or acquired the same in place of the Ultimate Parent, the Parent, such Obligor and such Lender; (iii) the other Finance Parties and the Transferee shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such Transferee been an original party to the Finance Documents as a Lender with the rights, benefits and obligations acquired or assumed by it as a result of such transfer; (iv) all payments due hereunder from the Parent or any Obligor shall be due and payable to such Transferee and not to the transferring Lender; and (d) such Transferee shall become a party to this Agreement as a Lender.

Transfer Deed. THIS DEED is issued to take effect on and from the Effective Date (as defined in the Schedule) by the Transferor (as defined in the Schedule) in favour of the Transferee (as defined in the Schedule) (the “Deed”).

Transfer Deed. The Parties execute in the presence of the Notary Public a share transfer deed (the “Transfer Deed”) pursuant to which, inter alia, (i) the Parties formalize (elevar a público) this Agreement; and (ii) Sellers transfer ownership and deliver the Shares to Buyer and Buyer, in turn, acquires and receives the Shares.

Transfer Deed. 16.1. Subject to the Buyer herein duly making payment of the aforesaid agreed consideration money as also the amounts of Extras and Deposits and all other amounts payable by the Buyer as per this Agreement and further duly observing and performing the various terms conditions and covenants herein contained and on the part of the Buyer to be observed and performed, the Owner along with the Developer herein shall complete the sale and/or transfer in respect of the "said unit" by executing and registering appropriate deed of Transfer in favour of the Buyer herein. 16.2. The Buyer hereby agree to have the proposed Deed of Transfer in respect of the said unit executed and registered by the Owner and the Developer, positively on or before the delivery of possession of the “said Unit” by the Developer. The Buyer agree and confirm that the Buyer shall not be entitled to claim possession of the said unit till the Buyer has got the Deed of Transfer duly executed and registered by the Owners and the Developer.

Transfer Deed. The Parties shall execute in the presence of the Notary Public a share transfer deed (the “Transfer Deed”) substantially in the form attached as Schedule 4.2(a), pursuant to which, inter alia, (i) the Parties formalize (elevar a público) this Agreement, (ii) Olive HoldCo and Orange acknowledge Completion is deemed to have taken place pursuant to clause 9 of the Transaction Master Agreement, (iii) Olive HoldCo transfers ownership and delivers the Olive Sale Shares to Orange and Orange, in turn, acquires and receives the Olive Sale Shares, (iv) Olive HoldCo and Orange declare that the contribution will be made under special tax neutrality regime provided by Chapter VII of Title VII of Spanish Law 27/2014 of Corporate Income Tax and Council Directive 2009/133/EC as it qualifies as an exchange of shares, and (v) Orange transfers the Olive Consideration Shares to Olive HoldCo and Olive HoldCo, in turn, acquires and receives the Olive Consideration Shares.