Transfer to an Entity Clause Samples

The 'Transfer to an Entity' clause defines the conditions under which rights, obligations, or interests under an agreement may be assigned or transferred to another legal entity. Typically, this clause outlines the process for such a transfer, such as requiring prior written consent from the other party or specifying which types of entities are eligible to receive the transfer. For example, it may allow a company to transfer its contractual rights to a subsidiary or an acquiring corporation in the event of a merger. The core function of this clause is to provide clarity and control over changes in contractual relationships, preventing unauthorized or undesirable transfers that could affect the parties' interests.
POPULAR SAMPLE Copied 2 times
Transfer to an Entity. Notwithstanding Sections 12.2 and 12.3 above, if Franchisee is in full compliance with this Agreement, Franchisee may transfer this Agreement, together with all assets associated with the Franchised Restaurant, to a corporation or limited liability company conducting no business other than the Franchised Restaurant and, if applicable, other WING ZONE Restaurants and of which Franchisee owns and controls one hundred percent (100%) of the equity and voting power of all issued and outstanding ownership interests, provided that all Franchised Restaurant assets are owned, and the Franchised Restaurant is operated, only by that single entity. The entity must expressly assume all of Franchisee’s obligations under this Agreement, but Franchisee will remain personally liable under this Agreement as if the transfer to the entity did not occur. Transfers of ownership interests in that entity are subject to the restrictions in Sections 12.2 and 12.3.
View Source
Transfer to an Entity. If the Marketer is in full compliance with this Agreement, the Marketer may transfer this Agreement to a corporation or other entity in which the Marketer owns all of the ownership interest with the Franchisor's prior written approval, which approval shall not be unreasonably withheld. The transfer fee described in Section 15.3(c) above will be waived by the Franchisor and all owners of such entity shall sign a Guaranty and Assumption of the Marketer's Obligations, attached hereto as Exhibit IV.
View SourceView Similar (4)
Transfer to an Entity. If Master Franchisee is in full compliance with this Agreement, Master Franchisee may transfer this Agreement to a corporation or other entity of which Master Franchisee owns not less than two-thirds of the ownership interest with Franchisor's prior written approval, which approval shall not be unreasonably withheld. The transfer fee described in Section 15.3(c) will be waived by Franchisor, and all owners of such entity shall sign a Guaranty and Assumption of Master Franchisee's Obligations attached hereto as Exhibit 3.
View Source
Transfer to an Entity. Notwithstanding the preceding section, You may Transfer Your rights and obligations under this Agreement without Our consent, to an entity in which You own a controlling interest of the outstanding stock, provided: (a) You remain on the Agreement as a party and the entity is added as a co-party; (b) You, or Your operational partner or Manager approved by Us, continue to devote full time and best efforts to manage the daily operations of the Restaurant; and, (c) You and the entity assume joint and several liability of all obligations arising in connection with this Agreement.
View Source
Transfer to an Entity. If AD is in full compliance with this Agreement, AD may transfer this Agreement with Franchisor's prior written approval, which approval shall not be unreasonably withheld, to a corporation or other entity of which AD owns not less than two-thirds (2/3) of the ownership interest. The transfer fee described in Section 15.3(c) will be waived by Franchisor, and all owners of such entity must sign a Guaranty and Assumption of AD's Obligations attached as Exhibit II.
View Source

Related to Transfer to an Entity

  • Transfer to a safe job (a) Where an employee is pregnant and, in the opinion of a registered medical practitioner, illness or risks arising out of the pregnancy or hazards connected with the work assigned to the employee make it inadvisable for the employee to continue at her present work, the employee will, if the employer deems it practicable, be transferred to a safe job at the rate and on the conditions attaching to that job until the commencement of maternity leave. (b) If the transfer to a safe job is not practicable, the employee may elect, or the employer may require the employee to commence parental leave for such period as is certified necessary by a registered medical practitioner.

  • ASSIGNMENT TO AN AFFILIATE This Agreement may be assigned by the Advisor to an Affiliate with the approval of a majority of the Directors (including a majority of the Independent Directors). The Advisor may assign any rights to receive fees or other payments under this Agreement without obtaining the approval of the Directors. This Agreement shall not be assigned by the Company without the consent of the Advisor, except in the case of an assignment by the Company to a corporation or other organization which is a successor to all of the assets, rights and obligations of the Company, in which case such successor organization shall be bound hereunder and by the terms of said assignment in the same manner as the Company is bound by this Agreement.

  • Restricted Transfers Parties agree that when the transfer of personal data from Customer (as “data exporter”) to Atlassian (as “data importer”) is a Restricted Transfer and Applicable Data Protection Law requires that appropriate safeguards are put in place, the transfer will be subject to the Standard Contractual Clauses, which are deemed incorporated into and form a part of this DPA, as follows: (a) In relation to transfers of Customer Personal Data governed by the EU GDPR and processed in accordance with Section 2.2(a) of this DPA, the EU SCCs will apply, completed as follows: i. Module Two or Module Three will apply (as applicable); ii. in Clause 7, the optional docking clause will not apply; iii. in Clause 9, Option 2 will apply, and the time period for prior notice of Sub-processor changes will be as set out in Section 2.10 of this DPA; iv. in Clause 11, the optional language will not apply; v. in Clause 17, Option 1 will apply, and the EU SCCs will be governed by Irish law; vi. in Clause 18(b), disputes will be resolved before the courts of Ireland; vii. Annex I of the EU SCCs is deemed completed with the information set out in Exhibit A to this DPA, as applicable; and viii. Subject to Section 2.8 of this DPA, ▇▇▇▇▇ ▇▇ of the EU SCCs is deemed completed with the information set out in Exhibit B to this DPA; (b) In relation to transfers of personal data governed by the EU GDPR and processed in accordance with Section 2.2(b) of this DPA, the EU SCCs apply, completed as follows: i. Module One will apply; ii. in Clause 7, the optional docking clause will not apply; iii. in Clause 11, the optional language will not apply; iv. in Clause 17, Option 1 will apply, and the EU SCCs will be governed by Irish law; v. in Clause 18(b), disputes will be resolved before the courts of Ireland; vi. Annex I of the EU SCCs is deemed completed with the information set out in Exhibit A to this DPA, as applicable; and vii. Subject to Section 2.8 of this DPA, ▇▇▇▇▇ ▇▇ of the EU SCCs is deemed completed with the information set out in Exhibit B to this DPA; (c) In relation to transfers of personal data governed by UK Data Protection Law, the EU SCCs: (i) apply as completed in accordance with paragraphs (a) and (b) above; and (ii) are deemed amended as specified by the UK Addendum, which is deemed executed by the parties and incorporated into and forming an integral part of this DPA. In addition, Tables 1 to 3 in Part 1 of the UK Addendum is deemed completed respectively with the information set out in Section 2.9, as well as Exhibits A and B of this DPA; Table 4 in Part 1 is deemed completed by selecting “neither party.” Any conflict between the terms of the EU SCCs and the UK Addendum will be resolved in accordance with Section 10 and Section 11 of the UK Addendum. (d) In relation to transfers of personal data governed by the Swiss FADP, the EU SCCs will also apply in accordance with paragraphs (a) and (b) above, with the following modifications: i. any references in the EU SCCs to “Directive 95/46/EC” or “Regulation (EU) 2016/679” will be interpreted as references to the Swiss FADP, and references to specific Articles of “Regulation (EU) 2016/679” will be replaced with the equivalent article or section of the Swiss FADP; ii. references to “EU”, “Union”, “Member State” and “Member State law” will be interpreted as references to Switzerland and Swiss law, as the case may be, and will not be interpreted in such a way as to exclude data subjects in Switzerland from exercising their rights in their place of habitual residence in accordance with Clause 18(c) of the EU SCCs;

  • Transfer of Beneficial Interests to Another Restricted Global Security A beneficial interest in a Transfer Restricted Global Security may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Transfer Restricted Global Security if the transfer complies with the requirements of Section 2.2(b)(ii) above and the Registrar receives the following: (A) if the transferee will take delivery in the form of a beneficial interest in a Rule 144A Global Security, then the transferor must deliver a certificate in the form attached to the applicable Security; and (B) if the transferee will take delivery in the form of a beneficial interest in a Regulation S Global Security, then the transferor must deliver a certificate in the form attached to the applicable Security.

  • Permitted Transferee 25 Person ......................................................................................25