The Transfer Clause Examples
The Transfer clause defines the conditions and procedures under which rights, obligations, or interests under an agreement may be assigned or transferred from one party to another. Typically, this clause outlines whether such transfers require prior written consent, specify any exceptions, and may detail the process for notifying the other party. For example, it might allow a company to transfer its contractual rights to a subsidiary but prohibit transfers to unrelated third parties without approval. The core function of this clause is to control and clarify how contractual relationships can change hands, thereby protecting the interests of all parties and preventing unwanted or unauthorized assignments.
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The Transfer. At or prior to the Distribution Time, to the extent not already consummated, each of SWBI and AOUT shall, and shall, to the fullest extent permitted by Applicable Law, cause the other members of its Group to, consummate the Transfer.
The Transfer. Agent agrees to provide the Funds with full access to the Transfer Agent System and all enhancements thereto to the same extent that such is made available to other Transfer Agent clients.
The Transfer. 2.1 Effective as of the Transfer Time, Reuters hereby sells and transfers and the Company hereby purchases all of Reuters and its applicable affiliates’ right, title and interest in the Intellectual Property.
2.2 The price for the sale and transfer in Section 2.1 shall be the sum of $350,000, as outlined in Schedule A (the “Consideration”).
2.3 If any sales tax, value added tax or other transfer tax is properly chargeable in respect of the sale and purchase in Section 2.1, the Company shall pay to Reuters the amount of such tax in addition to and at the same time as the Consideration. Reuters will issue to the Company a proper tax invoice in respect thereof.
2.4 THE COMPANY HEREBY ACKNOWLEDGES THAT REUTERS MAKES NO REPRESENTATION OR WARRANTY TO THE COMPANY UNDER THIS AGREEMENT, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE INTELLECTUAL PROPERTY, AND THAT THE ABOVE SALE AND TRANSFER IS MADE TO THE COMPANY ON AN “AS IS” BASIS.
The Transfer. CSI hereby agrees to transfer to Riverstone the Cash ------------ and all of its rights, title and interest in and to the Investment Securities, free and clear of any liens, and in exchange therefor, Riverstone shall issue to CSI the Riverstone Shares free and clear of any liens, and shall assume any liabilities and obligations associated with the Investment Securities, including but not limited to the obligations of CSI set forth on Exhibit B hereto, all effective ---------- as of the Closing (as defined in Section 4), except for transfer of title to the Investment Securities, which shall occur as set forth in Section 1.2 below.
The Transfer. The Vendor hereby agrees to transfer the Subdivided Lands to the Purchaser for the Purchase Price and on the terms and subject to the conditions set out in this Agreement.
The Transfer. The right of ownership, the copyright and all other relevant rights, including all other relevant material and intellectual property rights, to results of the service shall accrue to the Buyer when payment has been made, unless otherwise agreed in Appendix 8, and subject to any limitations laid down by other agreements or by mandatory law. These rights also include the right to alteration and the right to further assignment, cf. Section 39b of Act No. 2 of 12 May 1961 relating to Copyright in Literary, Scientific and Artistic Works, etc. (the Copyright Act). The Supplier shall retain the rights to his own tools and methods. Both Parties may also utilise general know-how that they have accumulated in connection with the Contract Object, provided that such know-how is not confidential.
The Transfer. At or prior to the Distribution Time, to the extent not already consummated, each of AREC and EMC shall, and shall, to the fullest extent permitted by Applicable Law, cause the other members of its Group to, consummate the Transfer.
The Transfer. Subject to the terms and conditions of ------------ this Agreement, immediately prior to the Effective Time of the Merger (as hereinafter defined), BCPM shall transfer all of its right, title and interest in its general partner interest in the Partnership to the Corporation in exchange for 6,558,081 shares of Common Stock of the Corporation; provided that if after the date of this Agreement and prior to the Effective Time of Merger, the Partnership shall issue any additional Units or shall subdivide, combine or reclassify the Units or enter into any transaction or agreement having a similar impact on the Units, the number of shares of Common Stock to which BCPM shall be entitled in connection with the Transfer shall be adjusted so that in all cases BCPM receives in the Transfer a number of shares of Common Stock equal to 14.9899% of the Common Stock which may be issued by the Corporation in connection with the Transactions (disregarding for these purposes any Preferred Stock which may be issued in connection with the Transactions).
The Transfer. The Transfer of the Vehicle to Buyer shall occur on , or such other date as the Parties may mutually agree. The Parties shall cooperate with one another to effectuate the Transfer, including meeting together on the designated date at a Department of Motor Vehicles office (or the office of a suitable DMV agent), for purposes of effectuating the transfer of title and registration of the Vehicle to Buyer. All transfer fees and transfer taxes shall be paid by Seller. Upon Transfer, Buyer shall be provided the keys to the Vehicle and possession of the Vehicle. Buyer acknowledges and agrees that upon Transfer, Buyer shall be responsible for insuring the Vehicle and for maintaining its license, tags, and plates, and Seller shall have no further liability for insuring the Vehicle or maintaining license, tags, or plates from and after the Transfer.
The Transfer. On the terms and subject to the conditions set forth herein, including receipt by Seller of the Purchase Price by wire transfer of immediately available funds, Seller hereby sells, assigns and transfers to Purchaser, and Purchaser hereby purchases, acquires and assumes from Seller, all of Seller’s right, title and interest in and to the Transferred Interests, including from and after the Effective Date (as defined below) all allocations of profits and losses and distributions of cash or other property, in respect of the Transferred Interests, all future payment and legal obligations in respect of the Transferred Interests and all other rights and obligations otherwise accruing to Seller by virtue of owning the Transferred Interests, in exchange for the Purchase Price.