Transfer Right Clause Samples
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Transfer Right. Furthermore, at the election of the Seller, exercisable with respect to each Facility, upon prior written notice to the Buyer (the "Transfer Notice") at any time prior to the exercise of the Buyer's Call Right or the Seller's Put Right relating thereto, the Seller may transfer its interest in any Facility, the applicable portion of the Property relating thereto and the Lease Documents or the Future Financing Documents relating thereto to a Single Purpose Entity (the "Transfer Right"); provided, that, at its sole cost and expense, the Seller (A) complies with the provisions of Section 8.2 hereof and (B) obtains the following items and provides true and correct copies thereof to the Buyer prior to the consummation of the exercise of such Transfer Right: (I) all consents from any applicable Landlord or Future Lender whose consent is required under the applicable Lease Documents or Future Financing Documents and (II) all Permits from any Governmental Authorities that are required in connection with the Seller's exercise of its Transfer Right. Notwithstanding the foregoing and without limiting the terms of any other provisions set forth herein, none of the applicable Lease Documents or the applicable Future Financing Documents may be amended in connection with any exercise of the Seller's Transfer Right without the Buyer's prior written consent, which consent may be withheld in the Buyer's sole and absolute discretion; provided, however, that the Buyer may not withhold its consent to any amendment of any Lease Documents or Future Financing Documents, the sole effects of which are to substitute the Single Purpose Entity for the Seller under the applicable Lease Documents or Future Financing Documents and to evidence the applicable Landlord's or Future Lender's consent thereto, but does not amend any other substantive provisions of such Lease Documents or Future Financing Documents.
Transfer Right. Both Parties will have the possibility, at their own discretion, to transfer part or the totality of their option or interest in the Property at any time after the signature of this Agreement with the condition that any eventual buyer respects each and the entire terms of the Agreement.
Transfer Right. The provisions of Section 6.4 of the Security Instrument beginning with the phrase, "Notwithstanding anything to the contrary contained in this Article 6, and in addition to the transfers permitted hereunder, following the sale of the Loan in a securitization, Lender's consent to a sale, assignment, or other transfer of the Property . . ." through the end of such Section 6.4, are hereby deleted in their entirety.
Transfer Right. While the Insured is alive and the policy is in force, you may request to transfer all or part of any Subaccount Policy Value to another Subaccount(s) (subject to availability) or to the Fixed Account, or transfer all or part of the Fixed Policy Account Value to any Subaccount(s), (subject to availability). Transfers are subject to the lesser of: (1) the minimum transfer amount shown on page 3; and (2) the entire Subaccount Policy Value or Fixed Policy Account Value, and the additional restrictions on transfers from the Fixed Account. We reserve the right to modify, restrict, suspend, or eliminate the transfer right at any time, for any reason.
Transfer Right. If at any time during the eighteen (18) months following the date hereof (i) the Federal Trade Commission notifies Purchaser that the Commission has voted to commence an Antitrust Action, or (ii) the Federal Trade Commission or Department of Justice commences an Antitrust Action, Purchaser may, in its sole discretion and its sole option,
Transfer Right. In consideration of each payment made pursuant to Section 2 or Section 3, Fly hereby grants to the Commitment Provider the right to direct Fly, in respect of each Aircraft, to select an entity of the Commitment Provider’s choosing to be the Purchaser Nominee (as defined in the Portfolio C SPA or the Portfolio D SPA, as applicable) for such Aircraft provided that such entity satisfies the requirements set forth in the definition of “Purchaser Nominee” in the Portfolio C SPA or the Portfolio D SPA, as applicable, and subject to the Commitment Provider acting reasonably and providing the appropriate documentation.
Transfer Right. After the Final Trigger Date, each of BC Partners and Apollo will have the right to transfer all or a portion of its equity to a third party financial investor that is neither a competitor of the Company nor a “restricted” investor (i.e., activist, distressed, etc.), subject to a customary right of first offer and pro rata tag-along rights in favor of the non-transferring Investors.
Transfer Right. C1 and End User may transfer the Software at no additional cost from the operating system, computers, network servers or networks, and any other equipment where it is installed to any other operating system computers, network servers or networks of End user in accordance with the terms and conditions of the License grant.
Transfer Right. If at any time during the eighteen (18) months following the date hereof (i) the Federal Trade Commission notifies Purchaser that the Commission has voted to commence an Antitrust Action, or (ii) the Federal Trade Commission or Department of Justice commences an Antitrust Action, Purchaser may, in its sole discretion and its sole option, 50 elect to sell, transfer and assign (the “Regulatory Sale”) the Purchased Assets (as the same may exist and be held by Purchaser or its Affiliates upon the date of the closing of the Regulatory Sale) (the “Sale Assets”) to the Seller Parent for an amount equal to the Base Purchase Price. Subject to the foregoing sentence, Purchaser may exercise its option to consummate the Regulatory Sale by delivering a written notice to the Sellers of its irrevocable agreement to sell, transfer and assign the Sale Assets to the Seller Parent (the “Sale Notice”) at any time prior to the date which is thirty (30) days following the date which is eighteen (18) months following the date of this Agreement; provided that (x) on the date of the delivery of the Sale Notice, an Antitrust Action is still ongoing or (y) the date of the delivery of the Sale Notice is within thirty (30) days following the Federal Trade Commission first notifying Purchaser at a time within eighteen (18) months following the date of this Agreement that the Commission has voted to commence an Antitrust Action. The closing of the Regulatory Sale shall take place on a date designated by Purchaser in the Sale Notice, which such date shall be a Business Day not less than thirty (30) days and not more than sixty (60) days following the delivery of the Sale Notice. The Regulatory Sale shall be consummated pursuant to a written asset purchase agreement to be negotiated and agreed upon in good faith by the Seller Parent and Purchaser; provided that (i) the Seller Parent shall be entitled to receive from Purchaser customary representations and warranties regarding good title to the Sale Assets, free and clear of Liens arising after the Closing Date, Purchaser’s authorization and or capacity to sell the Sale Assets, and that the agreement containing such representation and warranties is a valid and binding agreement, enforceable against Purchaser in accordance with its terms, and representations and warranties covering the following matters, generally on terms consistent with the representations and warranties set forth in this Agreement that cover these matters: no conflicts o...
Transfer Right. 3.1 Subject to Clause Errorl Reference source not found. and the receipt by the Assignor of the Consideration Amount in accordance with Clause 2.1, the Assignor hereby transfers the Transfer Right to the Assignee with effect from the Effective Date.
3.2 The Assignor shall, where a Third Party Consent is required to transfer the Transfer Right \ obtain such Third Party Consent. Upon such Third Party Consent being obtained, this Agreement shall constitute a transfer of the Transfer Right to which such Third Party Consent relates.