Transfer of the Properties Sample Clauses

Transfer of the Properties. Subject to the terms and conditions herein set forth, in consideration of (i) redemption of the 7,500 shares of 9% Senior Convertible Preferred Stock, par value $0.01 per share, of the Company (the "Senior Preferred Stock"), owned or beneficially owned by the Partnership and (ii) all accrued and unpaid dividends on the shares of Senior Preferred Stock due to the Partnership, the Company agrees to sell, assign, convey and deliver to Flextrend, and Flextrend agrees to acquire from the Company, effective as of 7:00 a.m. at the location of each of the Oil and Gas Properties on the date of Closing (as defined in Section 5.1(a)) all of the interest of the Company in and to the Properties as they exist on such date as such Properties are more specifically described on Exhibit 1.
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Transfer of the Properties. (a) If the Owner determines directly or --- -------------------------- indirectly to transfer all or a material portion of the Properties to an unaffiliated Person, the Owner shall provide written notice thereof to the Manager at least 10 days before the date on which such transfer is proposed to be effected. Such notice shall set forth (i) the name, address, and business of the proposed transferee and (ii) whether or not it is proposed by the Owner that this Agreement remain in effect. (b) In the event that the Owner desires to terminate this Agreement on the sale of all or a material portion of the Properties and so notifies the Manager, this Agreement will terminate upon the consummation of such transaction. (c) In the event that the Owner desires the Manager to continue managing the Properties following the sale of all or a material portion of the Properties, the Owner and the Manager shall use reasonable efforts to cause the transferee to enter into a management agreement with the Manager on terms and conditions that the Manager and such transferee may agree.
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Transfer of the Properties. Subject to the terms and conditions herein set forth, in consideration of the Stock Consideration and the Cash Consideration Altpoint agrees to sell, assign, convey and deliver to SN (or ▇▇▇▇▇▇▇ Entity as SN’s designee), and SN agrees to acquire (or to cause ▇▇▇▇▇▇▇ Entity as its designee to acquire) from Altpoint, effective as of 7:00 a.m. at the location of each of the Oil and Gas Properties on the date of the Closing (as defined in Section 5.1.1) all of the interest of Altpoint acquired from Resources and Acquisition pursuant to the Redemption Agreement in and to the Properties as they exist on such date, as such Properties are more specifically described on Exhibit 1.
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Transfer of the Properties. Seller agrees to sign, as of the date specified by Buyer, which may not exceed thirty (30) days after the date hereof, the public deeds necessary for the transfer from Seller to Buyer of the properties that are part of the Operating Assets. Buyer shall cause such deeds to be registered with the relevant Real Estate Registry(ies) as soon as possible after the date hereof. The costs incurred for the transfer of the properties shall be exclusively borne by Buyer.
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Transfer of the Properties. At the Closing: (a) each Transferor will convey to CapStar or its designee, on the terms and subject to the conditions contained in the Contribution Agreement to which such Transferor is a party, the Property which is the subject of such Contribution Agreement; (b) Dunwoody will execute and deliver to CapStar the Four Points management Agreement; and (c) Pontch will execute and delivery to CapStar the Pontch Management Agreement. It is understood and agreed by Dunwoody and CapStar that at or prior to the Closing, Dunwoody will cause the existing management agreement relating to the management of the Four Points to be terminated. It is understood and agreed by Pontch and CapStar that at or prior to the Closing, Pontch will cause the existing management agreement relating to the management of the Pontchartrain to be terminated. Notwithstanding the provisions of clause (a) of this Section 2.1, if one or more of Calgary, Surrey, and Vancouver (collectively, the "Canadian Companies") determines that the prospective economic return of the parties would be enhanced if CapStar were to acquire all of the outstanding shares of the capital stock of Calgary, Surrey and/or Vancouver rather than acquiring the Properties owned by such Transferors directly, CapStar and each of the Canadian Companies seeking to restructure this Agreement (the "Subject Company") will negotiate in good faith to modify this Agreement as to such Subject Company to provide that as a part of CapStar's acquisition of the Property owned by such Subject Company, CapStar will acquire from the stockholders of such Company all of the outstanding capital stock of such Subject Company, free and clear of all liens, claims and encumbrances, on the basis of the following principles: (i) Neither (a) the consideration to be received by the Transferors pursuant to Section 2.2 nor (b) CapStar's Canadian tax position shall be affected by the restructuring of any transaction as to any Subject Company; (ii) The Subject Company will have no liabilities or obligations outstanding as of the Closing Date, other than liabilities and obligations that would be Permitted Encumbrances (as defined in the Contribution Agreement to which the Subject Company is a party); (iii) CapStar will be indemnified by parties reasonably acceptable to CapStar for any loss, cost or expense that CapStar incurs in connection with its acquisition and ownership of the capital stock the Subject Company as a result of any condition existing imm...
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Transfer of the Properties the costs and expenses derived form the transfer of the Properties from Lacus to the Newco will be borne by Parties.
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Transfer of the Properties. Each Borrower may not transfer all of the Properties to another party (i) unless Lender shall have consented in writing to such transfer which consent may be granted or denied in Lender's sole discretion, (ii) after a Securitization has occurred, Rating Agency Confirmation is obtained, (iii) acceptable opinions relating to such transfer shall have been delivered by Borrowers to Lender and to the Rating Agencies (including without limitation tax and non-consolidation opinions), (iv) the transferee assumes in writing all obligations of the transferor under the Loan Documents and executes and delivers such other documentation as may be required by Lender or the Rating Agencies, (v) Borrowers pay an assumption fee equal to one half of one percent (.5%) of the Loan Amount and (vi) Borrowers pay all reasonable expenses incurred by Lender in connection with such transfer.
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Transfer of the Properties 
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Related to Transfer of the Properties

  • 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 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.

  • Transfer of Interests The Member may sell, assign, pledge, encumber, dispose of or otherwise transfer all or any part of the economic or other rights that comprise its Interest. The transferee shall have the right to be substituted for the Member under this Agreement for the transferor if so determined by the Member. No Member may withdraw or resign as Member except as a result of a transfer pursuant to this Section 7 in which the transferee is substituted for the Member. None of the events described in Section 18-304 of the Act shall cause the Member to cease to be a Member of the Company.

  • Transfer of Business Where a transfer of business occurs, an Employee who worked with the old employer and who continues in the service of the new employer will be entitled to count her/his service with the old employer as service with the new employer for the purposes of this clause.