Transfers by Party A Sample Clauses

The "Transfers by Party A" clause defines the conditions under which Party A is permitted to transfer its rights or obligations under the agreement to another party. Typically, this clause outlines whether Party A needs prior written consent from the other party before making a transfer, or if certain types of transfers—such as those to affiliates or in connection with a merger—are automatically allowed. By clearly specifying the rules for assignment or transfer, this clause helps prevent unauthorized changes in contractual relationships and ensures all parties are aware of and agree to any new counterparties, thereby maintaining stability and predictability in the agreement.
Transfers by Party A. (i) Transfers by Party A if a Tax Event occurs and Party A is the Affected Party. (a) Section 6(b)(ii) shall not apply and Party A and Party B will seek to find an alternative counterparty to replace Party A so that such Tax Event ceases; or (b) Party A may, with the prior consent of Party B, S&P, Moody's and the Trustee, within 20 days after it gives notice under Section 6(b)(i) (or, if earlier, on the relevant Scheduled Payment Date next following the date upon which the Tax Event occurs) transfer all its rights and obligations under this Agreement in respect of the Affected Transactions to any of its offices or branches or any other person so that such Tax Event ceases to exist; (c) In the event that Party A is unable to Transfer the Affected Transactions in accordance with Section 7(b)(i), a Termination Event will occur with both parties being Affected Parties. (ii) Transfers by Party A for any other reason Party A may with the prior written consent of Party B, S&P, Moody's and the Trustee, make a transfer of this Agreement to any Affiliate of Party A (but without prejudice to any other right or remedy under this Agreement); With respect to this Section 7(b), Party B, S&P, Moody's and the Trustee shall not be entitled to withhold their consent to a proposed transfer if: (1) any transferee of Party A enters into documentation identical or, subject to the Trustee's consent, substantially identical to this Agreement and the documents executed in connection with this Agreement; (2) the short-term unsecured debt obligation of the transferee of Party A, as rated by S&P and Moody's is, at least "A-1"/"Prime 1"; (3) as of the date of such transfer the Transferee will not, as a result of such transfer, be required to withhold or deduct on account of tax under this Agreement; (4) a Termination Event or an Event of Default does not occur under this Agreement as a result of such transfer; and (5) no additional amount will be payable by Party B to Party A or the Transferee on the next succeeding Scheduled Payment Date as a result of such transfer.
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Transfers by Party A. (i) Section 7 of this Agreement shall not apply to Party A and, subject to Part 5(e)(ii), Party A shall not transfer, whether by way of security or otherwise, any interest or obligation in or under this Agreement without first satisfying the Rating Agency Condition (with respect to S&P) and without the prior written consent of Party B; provided that, to the extent that Party A or Party B makes a transfer pursuant to this Part 6, it shall first provide prior written notice to the Rating Agencies of such transfer; provided that, to avoid any doubt, the parties hereto acknowledge and agree that notwithstanding any provision in the Agreement to the contrary (including, but not limited to Part 5(e)(ii)), with respect to any and all transfers, the Rating Agency Condition (with respect to S&P) must in any event be satisfied. (ii) Subject to Part 1(1), Party A may (at its own cost) transfer its rights and obligations with respect to this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that: (A) the Transferee contracts with Party B on terms that (x) are identical to the terms of this Agreement in respect of any obligation (whether absolute or contingent) to make payment or delivery after the effective date of such transfer and (y) insofar as they do not relate to payment or delivery obligations, are, in all material respects, no less beneficial for Party B than the terms of this Agreement immediately before such transfer; (B) unless such transfer is effected for the purpose of Section 5(e)(ii) or at a time when First Rating Trigger Requirements apply, Party B has determined that the condition in Part 5(e)(ii)(A)(y) above is satisfied.
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Transfers by Party A. Section 7 of this Agreement shall not apply to Party A, who shall be required to comply with, and shall be bound by, the following: Without prejudice to Section 6(b)(ii), Party A may transfer all its interest and obligations in and under this Agreement upon providing no less than five Business Days' prior written notice to the Trustee (save that where a transfer has taken place pursuant to Part 5(g) notice may be contemporaneous with transfer), to any other entity (a "Transferee") provided that:
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Related to Transfers by Party A

  • Transfers by Members No holder of Units shall Transfer any interest in any Units, except Transfers (a) pursuant to and in accordance with Sections 10.02 and 10.09 or (b) approved in advance and in writing by the Manager, in the case of Transfers by any Member other than the Manager, or (c) in the case of Transfers by the Manager, to any Person who succeeds to the Manager in accordance with Section 6.04. Notwithstanding the foregoing, “Transfer” shall not include (i) an event that terminates the existence of a Member for income tax purposes (including, without limitation, a change in entity classification of a Member under Treasury Regulations Section 301.7701-3, a sale of assets by, or liquidation of, a Member pursuant to an election under Code Sections 336 or 338, or merger, severance, or allocation within a trust or among sub-trusts of a trust that is a Member), but that does not terminate the existence of such Member under applicable state Law (or, in the case of a trust that is a Member, does not terminate the trusteeship of the fiduciaries under such trust with respect to all the Units of such trust that is a Member) or (ii) any indirect Transfer of Units held by the Manager by virtue of any Transfer of Equity Securities in the Corporation.

  • Transfers by Landlord Landlord shall have the right to transfer and assign, in whole or in part, all of its rights and obligations hereunder and in the Building and Property referred to herein, and in such event and upon such transfer Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to such successor in interest of Landlord for the performance of such obligations.

  • Transfers, etc (a) This Warrant and the Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Act and any applicable state securities laws, or (ii) the Company first shall have been furnished with an opinion of legal counsel, satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act and any applicable state securities laws. (b) Each certificate representing Warrant Shares shall bear a legend substantially in the following form: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or any state securities laws, and may not be offered, sold or otherwise transferred, pledged or hypothecated unless and until such securities are registered under such act and applicable state securities laws or an opinion of counsel satisfactory to the Company is obtained to the effect that such registration is not required." The foregoing legend shall be removed from the certificates representing any Warrant Shares, at the request of the holder thereof, at such time as they become eligible for resale pursuant to Rule 144(k) under the Act. (c) The Company will maintain a register containing the name and address of the Holder of this Warrant. The Holder may change the Holder's address as shown on the warrant register by written notice to the Company requesting such change. (d) Subject to the provisions of clauses (a) and (b) of this Section 5, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant with a properly executed assignment (in the form of Exhibit II hereto) at the principal office of the Company (or, if another office or agency has been designated by the Company for such purpose, then at such other office or agency). Upon the presentation and surrender of such items to the Company, the Company shall execute and deliver to the transferee or transferees of this Warrant a new Warrant or Warrants, in the name of the transferee or transferees named in the assignment, and this Warrant shall at that time be canceled to the extent transferred.

  • Transfers to QIBs The following provisions shall apply with respect to the registration or any proposed registration of transfer of a Note constituting a Restricted Note to a QIB (excluding transfers to Non-U.S. Persons): (i) the Registrar shall register the transfer if such transfer is being made by a proposed transferor who has checked the box provided for on such Holder’s Note stating, or has otherwise advised the Issuer and the Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on such Holder’s Note stating, or has otherwise advised the Issuer and the Registrar in writing, that it is purchasing the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and (ii) if the proposed transferee is an Agent Member, and the Notes to be transferred consist of Physical Notes which after transfer are to be evidenced by an interest in the Global Note, upon receipt by the Registrar of instructions given in accordance with the Depository’s and the Registrar’s procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Global Note in an amount equal to the principal amount of the Physical Notes to be transferred, and the Trustee shall cancel the Physical Notes so transferred.

  • Assignments and Transfers by Investors The provisions of this Agreement shall be binding upon and inure to the benefit of the Investors and their respective successors and assigns. An Investor may transfer or assign, in whole or from time to time in part, to one or more persons its rights hereunder in connection with the transfer of Registrable Securities by such Investor to such person, provided that such Investor complies with all laws applicable thereto and provides written notice of assignment to the Company promptly after such assignment is effected.