Transfers to Borrower Clause Samples

The "Transfers to Borrower" clause defines the conditions and procedures under which assets, funds, or rights are transferred from the lender or another party to the borrower. Typically, this clause outlines what is being transferred, the timing of the transfer, and any requirements or documentation needed to complete the process. For example, it may specify that loan proceeds will be disbursed to the borrower upon satisfaction of certain conditions precedent. The core function of this clause is to ensure clarity and certainty regarding the transfer process, reducing the risk of disputes or misunderstandings between the parties.
Transfers to Borrower. Borrower shall cause Sponsor Member (i) to transfer to Borrower all cash, cash equivalents, Investments or other property received by Sponsor Member from Master Holdco or any other source within five (5) Business Days after Sponsor Member’s receipt thereof, (ii) to accept all distributions and payments in respect of its Equity Interests in Master Holdco to which it is entitled and enforce its rights under the Master Holdco LLC Agreement to receive the same and (iii) not to approve of any amendment to the Master Holdco LLC Agreement that would defer, restrict or limit its rights to receive such distributions or payments, except such amendments as are necessary or advisable in connection with a sale of Sponsor Member’s Equity Interest in Master Holdco as contemplated by Section 8.9 of the Master Holdco LLC Agreement, the proceeds of which are applied pursuant to Section 2.6(b) hereof (an “Expected Sell-Down”). Borrower shall, and shall cause Sponsor Member to, instruct each Person remitting cash, cash equivalents or Investments to or for the account of Borrower or Sponsor Member, to deposit such cash or cash equivalents in the Borrower Account. Borrower shall and shall cause each other Affiliate of Sponsor that receives proceeds of Sponsor Tax Benefit Monetization or other tax benefit monetization of the kind referred to in Section 2.6(b)(iii) to cause such proceeds to be deposited into the Borrower Account within five (5) Business Days after receipt thereof. Borrower shall deposit all cash, cash equivalents or Investments that it receives to be deposited in the Borrower Account within two Business Days after receipt thereof, and shall not close the Borrower Account. Borrower shall, and shall cause Sponsor Member to comply with each Equity Document to which it is a party and neither Borrower nor Sponsor Member shall take any action or fail to take any action that would result in a default or event of default under such Equity Document, or a reduction in Sponsor Member’s Ownership Percentage as defined in the Master Holdco LLC Agreement, except in connection with an Expected Sell-Down.
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Transfers to Borrower. On or prior to the Tender Offer Closing --------------------- Date, each Lender shall direct the Depositary to transfer on the Tender Offer Closing Date the balance then outstanding to the credit of such Lender's Pre- Funding Deposit Account in immediately available funds to the Borrower's Depositary Account for the purpose of financing the purchase by the Borrower of Target Shares tendered pursuant to the Tender Offer. Such transfer of funds from a Lender's Pre-Funding Deposit Account to the Borrower's Depositary Account shall be deemed for all purposes of this Agreement and the other Loan Documents to be the making of a Revolving Loan by such Lender, and all such Loans deemed made by the Lenders shall constitute a single Revolving Loan Borrowing hereunder made on the Tender Offer Closing Date. Each transfer of funds to the Borrower's Depositary Account pursuant to this Section 2.13(d) shall be subject to the delivery by the Borrower of a Notice of Revolving Loan Borrowing pursuant to Section 3.01, the satisfaction of the applicable conditions precedent set forth in Sections 4.01 and 4.02 and all other terms and conditions herein applicable to Revolving Loans and Revolving Loan Borrowings.
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Transfers to Borrower or any of its Subsidiaries from Borrower or any of its Subsidiaries;
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Related to Transfers to Borrower

  • 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.

  • Transfers to Non-U (i) Prior to the expiration of the Restricted Period, the Registrar shall register any proposed transfer of an Initial Certificate to a Non-U.S. Person upon receipt of a certificate substantially in the form set forth as Exhibit A hereto from the proposed transferor. (ii) After the expiration of the Restricted Period, the Registrar shall register any proposed transfer to any Non-U.S. Person if the Certificate to be transferred is a Restricted Definitive Certificate or an interest in a Restricted Global Certificate, upon receipt of a certificate substantially in the form of Exhibit A from the proposed transferor. The Registrar shall promptly send a copy of such certificate to the Company. (iii) Upon receipt by the Registrar of (x) the documents, if any, required by clause (ii) and (y) instructions in accordance with DTC's and the Registrar's procedures, the Registrar shall reflect on its books and records the date of such transfer and a decrease in the principal amount of such Restricted Global Certificate in an amount equal to the principal amount of the beneficial interest in such Restricted Global Certificate to be transferred, and, upon receipt by the Registrar of instructions given in accordance with DTC'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 Regulation S Global Certificate in an amount equal to the principal amount of the Restricted Definitive Certificate or the Restricted Global Certificate, as the case may be, to be transferred, and the Trustee shall cancel the Definitive Certificate, if any, so transferred or decrease the amount of such Restricted Global Certificate.

  • Transfers to Non-U.S. Persons The following provisions shall apply with respect to any transfer or exchange of a Restricted Security to a Non-U.S. Person under Regulation S: (i) the Registrar shall register any proposed transfer or exchange of a Restricted Security to a Non-U.S. Person upon receipt of a certificate substantially in the form of Exhibit D from the proposed transferor and such certifications, legal opinions and other information as the Issuers may reasonably require; and (ii) (A) if the proposed transferor is a Participant holding a beneficial interest in the Rule 144A Global Note or the IAI Global Note or the Note to be transferred or exchanged consists of Physical Notes, upon receipt by the Registrar of (x) the documents required by paragraph ‎(i) and (y) instructions in accordance with the Depository’s and the Registrar’s procedures, the Registrar shall reflect on its books and records the date and direct the Depository to decrease the principal amount of the Rule 144A Global Note or the IAI Global Note, as the case may be, in an amount equal to the principal amount of the beneficial interest in the Rule 144A Global Note or the IAI Global Note, as the case may be, to be transferred or exchanged or cancel the Physical Notes to be transferred or exchanged, and (B) if the proposed transferee is a Participant, 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 direct the Depository to increase the principal amount of the Permanent Regulation S Global Note in an amount equal to the principal amount of the interest in the Rule 144A Global Note, interest in the IAI Global Note or the principal amount of the Physical Notes, as the case may be, to be transferred or exchanged.

  • Transfers to Affiliates Notwithstanding the provisions of Section 7.1, a Partner may, without the consent of the other Partner, Transfer all or a portion of its Interest to an Affiliate of such Partner, so long as such Affiliate is admitted to the Partnership as a Partner pursuant to Section 7.3, and provided further that such Affiliate is not a Benefit Plan Investor.

  • 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.