Transfer of the Collateral Sample Clauses

The "Transfer of the Collateral" clause defines the process and conditions under which collateral is moved from one party to another, typically in the context of securing a financial obligation. This clause outlines the timing, method, and documentation required for the transfer, and may specify the types of assets involved, such as cash, securities, or other property. Its core practical function is to ensure that the collateral is properly and legally transferred, thereby protecting the interests of the secured party and reducing the risk of disputes over ownership or control of the collateral.
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Transfer of the Collateral. The Borrower shall not sell, dispose of, lease, mortgage, assign, sublet or transfer any of its right, title or interest in or to the Collateral (other than sales of Collateral consisting of inventory in the ordinary course of Borrower's business) without the prior written consent of the Banks.
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Transfer of the Collateral. Borrower shall not, voluntarily or by operation of law, directly or indirectly, sell, convey, transfer, assign, pledge, encumber, or permit to be sold, conveyed, transferred, assigned, pledged or encumbered any interest, whether nominal, beneficial or otherwise in or any part of the Collateral. Any prohibited transaction under this SECTION 5.2 shall be null and void. Bank shall not be under any obligation to allege or show any impairment of the Collateral, and Bank may pursue any legal or equitable remedies for default without such allegation or showing, notwithstanding the foregoing.
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Transfer of the Collateral. Full legal and beneficial title to the Collateral has been sold, conveyed and transferred from the Equityholder (as transferor under the Contribution Agreement) to the Borrower (as transferee under the Contribution Agreement); provided that, with respect to any Assigned Participation Interest acquired by the Borrower, the Borrower shall not be the record owner of the underlying Loan until the Elevation (as defined in the Master Participation Agreement) of such Assigned Participation Interest.
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Transfer of the Collateral. Pursuant to Section 9-620 et seq. of the NYUCC, immediately upon the satisfaction of the conditions precedent set forth in Section 16 hereof (the “Closing Date”), without any other action by any Party, Sovryn hereby voluntarily conveys to Ultimate Parent any and all of its legal, equitable and beneficial right, title and interest in and to all of the Transferred Collateral in exchange for the partial satisfaction of its existing Obligations under the Transaction Documents in an amount equal to the Purchase Price; provided, that the Purchase Price shall not include the amount of the Obligations in excess of the Purchase Price, including, without limitation, any accrued and unpaid interest, fees, expenses or other amounts constituting Obligations or other amounts which are chargeable or otherwise reimbursable under the Transaction Documents (the “Remaining Obligations”) and each of the Obligors is and shall hereafter remain jointly and severally obligated with respect thereto, in each case, in accordance with the terms of the applicable Transaction Documents, which will remain outstanding under the Transaction Documents immediately after giving effect to the Closing Date. To evidence the irrevocable conveyance, assignment and transfer of the ownership and any and all of its legal, equitable and beneficial right, title and interest in and to all of the Transferred Collateral to the Ultimate Parent, S▇▇▇▇▇ has executed and delivered to the Ultimate Parent (or its designee) an assignment in the form attached hereto as Exhibit A (the “Assignment”). The Obligors shall not knowingly take any action inconsistent with Ultimate Parent’s absolute ownership, possession, control, and quiet enjoyment of all Transferred Collateral as provided under this Agreement. If any of the Obligors shall become aware that any Obligor has taken any action inconsistent with the absolute ownership, possession, control, and quiet enjoyment of the Transferred Collateral by Ultimate Parent as provided under this Agreement, then the Obligors shall promptly end such action and take remedial actions, if any, required to correct such action. The transactions contemplated herein are being effected as part of an integrated transaction.
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Transfer of the Collateral. In the event that the Shareholders do not satisfy their obligations under Section 3.(a) by purchasing all of the DNI Shares in exchange for the Put Price, each Shareholder shall transfer his Pro Rata portion of the Collateral to Investor free of all security interests and other claims, interests and encumbrances by surrendering any certificates and other documents representing the Collateral held by such Shareholder, duly endorsed if Investor shall so require or accompanied by appropriate instruments of transfer satisfactory to Investor, at VHC's principal office. In the event Investor's ownership of the Collateral requires Florida Department of Insurance approval, Investor agrees to file any necessary applications with the Department as soon as practicable, and each Shareholder agrees to cooperate in the making of any such applications. Upon the transfer of his Pro Rata portion of the Collateral and the consummation of the Closing, no Shareholder shall have any further liability or obligation under this Section 3, Investor shall be treated for all purposes of this Agreement as the owner of the Collateral and this Agreement shall terminate. If the Collateral is transferred to Investor pursuant to this Section 3.(c), the Shareholders will no longer have the right to exercise any unexercised options held on the date of such transfer, and such options shall expire at Investor's direction at the Closing or any time thereafter. VHC shall be a third party beneficiary to the preceding sentence. Notwithstanding anything in this Section 3.(c) to the contrary, at the election of Investor, Investor may deliver to VHC on behalf of any Shareholder not later than 10 days before the Closing the option exercise price of any non-assignable options held by such Shareholder shall use the money to exercise such options, and VHC shall deliver the underlying shares of Common Stock to Investor at the Closing.
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Transfer of the Collateral. Any sale, lease, conveyance, assignment or transfer of all or any part of the Collateral Pool or any interest therein, whether by operation of law or otherwise, except: (1) sales or transfers of items of the personal property in the ordinary course of business which have become obsolete or worn beyond practical use and which, if material to the operation of the Collateral to which they relate, have been replaced by adequate substitutes, owned by the applicable Borrower, having comparable quality and utility to the replaced items when new; (2) Approved Leases entered into in accordance with the terms of this Agreement; or (3) transfers permitted in accordance with the terms of this Agreement or the Deed of Trust.
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Transfer of the Collateral. The Guarantor shall not sell, dispose of, lease, mortgage, assign, sublet or transfer any of its right, title or interest in or to the Collateral (other than sales of Collateral consisting of inventory in the ordinary course of Guarantor's business) without the prior written consent of the Banks.
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Related to Transfer of the Collateral

  • Transfer of the Property Any sale, lease, conveyance, assignment, pledge, encumbrance, or transfer of all or any part of the Property or any interest therein, voluntarily or involuntarily, whether by operation of law or otherwise, except: (i) sales or transfers of items of the Accessories which have become obsolete or worn beyond practical use and which have been replaced by adequate substitutes, owned by Mortgagor, having a value equal to or greater than the replaced items when new; and (ii) the grant, in the ordinary course of business, of a leasehold interest in a part of the Improvements to a tenant for occupancy, not containing a right or option to purchase and not in contravention of any provision of this Mortgage or of any other Loan Document. Mortgagee may, in its sole discretion, waive a default under this paragraph, but it shall have no obligation to do so, and any waiver may be conditioned upon such one or more of the following (if any) which Mortgagee may require: the grantee’s integrity, reputation, character, creditworthiness and management ability being satisfactory to Mortgagee in its sole judgment and grantee executing, prior to such sale or transfer, a written assumption agreement containing such terms as Mortgagee may require, a principal paydown on the Note, an increase in the rate of interest payable under the Note, a transfer fee, a modification of the term of the Note, and any other modification of the Loan Documents which Mortgagee may require. NOTICE - THE DEBT SECURED HEREBY IS SUBJECT TO CALL IN FULL IN THE EVENT OF SALE OR CONVEYANCE OF THE PROPERTY CONVEYED.

  • Transfer of the Mortgage Loans Possession of Mortgage Files. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, but subject to the terms of this Agreement, all of its right, title and interest in, to and under the Mortgage Loans. The contents of each Mortgage File related to a Mortgage Loan not delivered to the Purchaser or to any assignee, transferee or designee of the Purchaser on or prior to the Closing Date are and shall be held in trust by the Seller for the benefit of the Purchaser or any assignee, transferee or designee of the Purchaser and promptly transferred to the Trustee. Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note, the related Mortgage and the other contents of the related Mortgage File shall be vested in the Purchaser and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or that come into the possession of the Seller on or after the Closing Date shall immediately vest in the Purchaser and shall be delivered promptly to the Purchaser or as otherwise directed by the Purchaser.

  • Transfer of Collateral 3.1 On or prior to the receipt of the Loaned Securities, Borrower shall transfer to Lender Collateral in an amount (the “Required Value”) equal to the percentage (the “Margin Percentage”) of the market value of the Loaned Securities as agreed to by the parties (which shall not be less than 100% of the market value of the Loaned Securities) and shall be equal to the percentage specified in Annex I hereto for particular types of loans. 3.2 All transfers of Collateral consisting of securities (including those made pursuant to Section 8) shall be effected in the same manner as that provided in Section 2 for Loaned Securities. All transfers of Collateral consisting of cash (including those made pursuant to Section 8) shall be made by (a) wire transfer in immediately available, freely transferable funds or (b) such other means as the parties hereto may agree. All transfers of Collateral consisting of a letter of credit from Borrower to Lender shall be made by delivery to Lender of an irrevocable performance letter of credit issued by a bank (not affiliated with Borrower) which is acceptable to Lender and is insured by the Federal Deposit Insurance Corporation or is a foreign bank that has filed an agreement with the Board of Governors of the Federal Reserve System on Form FR T-2 (or any successor). Transfer of a letter of credit from Lender to Borrower shall be made by causing such letter of credit to be returned or, through the written consent of Lender, causing the amount of such letter of credit to be reduced to the amount required after such transfer. 3.3 The Collateral transferred by Borrower to Lender, as adjusted pursuant to Section 8, shall be security for Borrower’s obligations in respect of such Loan and for any other obligations of Borrower to Lender, and Borrower hereby pledges with, assigns to, and grants Lender a continuing security interest in, and a lien upon, the Collateral (other than letters of credit), which shall attach upon the delivery of the Collateral to Lender and which shall cease upon the redelivery of the Collateral to Borrower. 3.4 Lender may use or invest the Collateral, if such consists of cash, at its own risk and for its own benefit and shall be entitled to retain all income and profits therefrom and shall bear all losses with respect thereto. If the Collateral consists of securities, Lender may pledge, repledge, hypothecate, rehypothecate, lend, relend, sell or otherwise transfer the Collateral and commingle, with other collateral or with its own assets, the Collateral. Borrower irrevocably appoints Lender to be the attorney-in-fact of Borrower for the purpose of doing or performing any act or thing (including, without limitation, executing any document) and to take all other steps as may be required to enable Lender to effect transfer thereof to a third party or to otherwise realize upon any Collateral which has been transferred to it pursuant to any Loan. 3.5 Except as provided in Section 12, Lender shall be obligated to return the Collateral to Borrower upon tender to Lender of the Loaned Securities on termination of the Loan. 3.6 If, on any Business Day corresponding to the commencement date for a Loan, Borrower transfers the Collateral and Lender does not transfer the Loaned Securities, Borrower shall have the absolute right to the immediate return of the Collateral; and if, on any such Business Day, Lender transfers Loaned Securities and Borrower does not transfer Collateral hereunder, Lender shall have the absolute right to the immediate return of the Loaned Securities. 3.7 Borrower may, upon reasonable notice to Lender and with Lender’s consent (which shall not be unreasonably withheld), substitute Collateral for Collateral securing any Loan; provided, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that the parties agreed would be acceptable Collateral prior to the commencement of the Loan or Loans and (b) have a market value such that the aggregate market value of such substituted Collateral shall equal or exceed the agreed upon Margin Percentage of the market value of the Loaned Securities. Substituted Collateral shall constitute Collateral hereunder for all purposes. 3.8 A transfer of Loaned Securities or Collateral may be effected on any day except (i) a day on which the intended transferee is closed for business (which transferee may be a designee or agent) or (ii) a day on which a Clearing Organization or wire transfer system is closed, if the facilities of such Clearing Organization or wire transfer system are required to effect such transfer. (a) Except as provided in the following sentence, upon receipt of Collateral for a Loan, such Collateral shall be allocated to such Loan; provided that if Collateral is received on the same day for more than one Loan, the Lender shall allocate such Collateral to each Loan then being made so that each such Loan is secured by not less than the Required Value of Collateral. Any Collateral received by Lender with respect to a Loan in excess of the Required Value for such Loan may be held by Lender as collateral security for all Loans made to Borrower at any time without being allocated to any one Loan or, in the sole discretion of Lender, may be allocated at any time to any Loan or Loans then outstanding hereunder. All allocations of Collateral shall be marked in Lender’s books, which shall be conclusive evidence of such allocations. (b) Lender shall have the right, at its sole election, at any time and from time to time, to allocate and/or reallocate any Collateral held by it hereunder to or among any outstanding Loan or Loans. (c) It is expressly understood and agreed by the parties hereto that any allocation of Collateral to any Loan or liabilities due to any Account pursuant to the terms hereof shall in no way affect the ability of Lender to apply such Collateral to the satisfaction of any obligation of Borrower hereunder upon any default hereunder, regardless of the Loan or Account to which such obligation relates, and that all Collateral at any time given hereunder shall constitute collateral security for all the Borrower’s obligations to Lender hereunder without distinction of any kind and upon any default hereunder may be applied to any such obligation or obligations as Lender in its sole discretion may elect.

  • Location of the Collateral Except in the ordinary course of Grantor’s business, Grantor agrees to keep the Collateral (or to the extent the Collateral consists of intangible property such as accounts or general intangibles, the records concerning the Collateral) at Grantor’s address shown above or at such other locations as are acceptable to Lender. Upon Lender’s request, Grantor will deliver to Lender in form satisfactory to Lender a schedule of real properties and Collateral locations relating to Grantor’s operations, including without limitation the following: (1) all real property Grantor owns or is purchasing; (2) all real property Grantor is renting or leasing; (3) all storage facilities Grantor owns, rents, leases, or uses; and (4) all other properties where Collateral is or may be located.

  • Transfer of the Shares Prior to the termination of this ---------------------- Agreement, except as otherwise provided herein, the Shareholder shall not: (i) transfer (which term shall include, without limitation, for the purposes of this Agreement, any sale, gift, pledge or other disposition), or consent to any transfer of, any or all of the Shares; (ii) enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of the Shares or any interest therein; (iii) grant any proxy, power-of-attorney or other authorization or consent in or with respect to the Shares; (iv) deposit the Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Shares, or (v) take any other action that would in any way restrict, limit or interfere with the performance of such Shareholder's obligations hereunder or the transactions contemplated hereby.