Transfer Requirement Clause Samples

A Transfer Requirement clause sets out the conditions under which rights, obligations, or interests under an agreement may be transferred from one party to another. Typically, this clause specifies whether prior written consent is needed, outlines any exceptions, and may detail the process for notifying the other party of a transfer. Its core function is to control and manage the assignment or delegation of contractual responsibilities, thereby protecting parties from unwanted or unauthorized transfers that could affect their interests or the performance of the contract.
Transfer Requirement. No holder of Option Shares may Transfer any Option Shares (except pursuant to an effective registration statement under the Securities Act) without first delivering to the Company an opinion of counsel reasonably acceptable in form and substance to the Company (which counsel will be reasonably acceptable to the Company) that registration under the Securities Act is not required in connection with such Transfer and that such Transfer is in compliance with the provisions herein. If such opinion of counsel reasonably acceptable in form and substance to the Company further states that no subsequent Transfer of such Option Shares will require registration under the Securities Act, the Company will promptly upon such Transfer deliver new certificates (in the event such Option Shares are certificated) for such securities which do not bear the Securities Act legend set forth in Section 10(a).
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Transfer Requirement. The Permit Holder shall not transfer the Permit unless the new Permit Holder agrees in a written, notarized document to be bound by the terms of this Agreement.
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Transfer Requirement. Upon expiration of the duration of the Contract or the termination of this Contract, as the case may be, the Contractor shall comply with and conform to the following transfer requirements (“Transfer Requirements”): a) Transfer the Site, free and clear of all Encumbrances; b) Deliver forthwith the actual or constructive possession of the Project, free and clear of all Encumbrances, c) cure defects, if any, and hand back/hand over all the Equipment to the Authority; provided that in the event of termination during the Term all the Equipment shall be handed back to the Authority on ‘as is where is’ basis;
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Transfer Requirement. Each of Seller and Buyer shall take or cause to be taken all actions necessary or appropriate to satisfy or waive the Transfer Requirements to be satisfied or waived at or prior to the Closing or following the Closing, respectively, and facilitate such other actions reasonably necessary or desirable and incident thereto, including Seller using commercially reasonable efforts to obtain tax clearance and bulk sales certificates under applicable Law in Hawaii prior to the Closing, or, if Seller is unable to obtain such tax clearance and bulk sales certificates prior to the Closing, as soon as practicable following the Closing; provided, however, for the avoidance of doubt, if the Company or Buyer becomes liable for any Taxes, other than any Transfer Taxes for which Buyer is liable under Section 8.7 (Transfer Taxes), pursuant to HRS §237-43(c), by virtue of Seller failing to either (a) provide the bulk sales certificate prior to the Closing, or (b) paying any unpaid taxes, penalties and interest within twenty days after the Closing, the Parties agree the amount of such Taxes will be included within the definition of “Indemnified Taxes”, except if Seller’s failure under clause (a) or (b) is caused by or a result of Buyer not satisfying its own obligations under this Section 4.8.
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Related to Transfer Requirement

  • W-9 Requirement Alongside a signed copy of this Agreement, Grantee will provide Florida Housing with a properly completed Internal Revenue Service (“IRS”) Form W-9. The purpose of the W-9 form is to document the SS# or FEIN# per the IRS. Note: W-9s submitted for any other entity name other than the Grantee’s will not be accepted.

  • Notice Requirement No termination of this Agreement shall be effective unless and until the party terminating this Agreement gives prior written notice to all other parties to this Agreement of its intent to terminate which notice shall set forth the basis for such termination. Furthermore, in the event that any termination is based upon the provisions of Article VII, or the provision of Section 10.1(a), 10.1(i) or 10.1(j) of this Agreement, such prior written notice shall be given in advance of the effective date of termination as required by such provisions; and

  • Customer Requirements Customer will be required to maintain complex passwords for their User accounts where applicable. For any such passwords LightEdge will provide a secure URL that any User can access to change passwords. All User passwords are set to a ninety (90) day password expiration schedule by default. LightEdge is not responsible for unexpected use of Services whether by ex-employees, compromised User passwords or any other misuse of Customer accounts. Customer shall be responsible for all costs incurred by such unexpected use of Service. Customer shall be fully responsible for providing to LightEdge at Customer’s own expense and in a timely manner the following: - All security for its Services and systems used or accessible in connection with Service; - Cooperative testing of all Customer-provided hardware, software, and Services for compatibility with Service; - Designating an Authorized Contact(s) to be the point of contact to interface with LightEdge Technical Support; - All cabling necessary to support Service; and - Physical and remote management access to any and all Servers onto which Service is installed.

  • Requirements At its own expense, Supplier must maintain insurance policy(ies) in effect at all times during the performance of this Contract with insurance company(ies) licensed or authorized to do business in the State of Minnesota having an “AM BEST” rating of A- or better, with coverage and limits of insurance not less than the following:

  • MEMBERSHIP REQUIREMENT 1. All employees covered by this Collective Agreement shall, as a condition of employment, become and remain members of the British Columbia Teachers’ Federation and the local(s) in the district(s) in which they are employed, subject to Article A.3.