AGREEMENT TO TRANSFER ASSETS Sample Clauses

AGREEMENT TO TRANSFER ASSETS. Effective as of the Effective Time, CDx shall, and shall cause the Subsidiaries to, transfer, convey, assign and deliver to Chiron, and Chiron shall acquire and accept, all of their respective right, title and interest, if any, as of the Effective Time, in and to all assets, properties and rights (contractual or otherwise) of every kind, nature and description, real, personal and mixed, tangible and intangible, wherever located, which primarily relate to or are primarily used in connection with the Excluded Businesses as conducted as of the Effective Time, including, without limitation, the following if and to the extent such assets, properties and rights primarily relate to or are primarily used in connection with the Excluded Businesses as conducted as of the Effective Time:
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AGREEMENT TO TRANSFER ASSETS. Subject to the terms and conditions of this Agreement, at the Closing, USP shall transfer to THVG2 the Transferred Assets (as that term is defined in HealthFirst Purchase Agreement), all rights and interest of USP in and under the HealthFirst Purchase Agreement and the HealthFirst Management Agreements, all books and records, computer hardware and software and other assets of USP or its Affiliates that are primarily used in the operations of the business of DeSoto or Metroplex or used primarily in performing the HealthFirst Management Agreements (collectively, the "USP assets"). Not withstanding the foregoing, the following assets shall not be part of the USP Assets: (a) USP's share of cash and cash equivalent assets of DeSoto that are in excess of the $50,000 as of the Effective Date; (b) USP's share of cash and cash equivalent assets of Metroplex that are in excess of $50,000 as of the Effective Date; (c) all earned but unpaid management fees under the HealthFirst Management Agreements as of the effective Date; and (d) USP's rights under this Agreement.
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AGREEMENT TO TRANSFER ASSETS. (a) Effective as of the Effective Time (as defined in Section 3.1 below), Chiron shall, and shall cause the Other Chiron Subsidiaries to, transfer, convey, assign and deliver to CDx or, with respect to assets, properties and rights held by Chiron B.V., a company organized under the laws of the Netherlands ("Chiron B.V."), then to Bayer B.V., a company organized under the laws of the Netherlands ("Bayer B.V."), and CDx (or Bayer B.V., as the case may be) shall acquire and accept, all of their respective right, title and interest, if any, as of the Effective Time, in and to all assets, properties and rights (contractual or otherwise) of every kind, nature and description, real, personal and mixed, tangible and intangible, wherever located, which primarily relate to or are primarily used in connection with the IVD Business as conducted as of the Effective Time, including, without limitation, the following if and to the extent any of the following assets, properties and rights primarily relate to or are primarily used in connection with the IVD Business as conducted as of the Effective Time:
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AGREEMENT TO TRANSFER ASSETS. Subject to the terms and ---------------------------- conditions of this Agreement, and in reliance on the representations, warranties and covenants set forth in this Agreement, SCP agrees to transfer to TSI at the Closing, and TSI agrees to acquire from SCP at the Closing, all of SCP's right, title and interest in and to all of the Acquired Assets (as defined below). The Acquired Assets will be assigned, transferred and conveyed to TSI on the Closing Date (as defined below), free and clear of all mortgages, pledges, liens, deeds of trust, licenses, rights of possession, security interests, restrictions, encumbrances, charges, title retentions, conditional sales or other security arrangements, defects in title, prior assignments or claims of any nature whatsoever ("Encumbrances"), except as otherwise expressly set forth in the SCP Disclosure Schedule (as defined below).
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Related to AGREEMENT TO TRANSFER ASSETS

  • Agreement to Transfer The Transferor hereby agrees to Transfer to the Transferee, pursuant and subject to the terms and conditions set forth in the Agreement and the BCA Approval Order, the Commitment Percentage set forth beneath its signature in the signature page hereto (and Schedule 1 to the Agreement shall be deemed to have been revised in accordance with the Agreement).

  • Transfer Assets Not sell, contract for sale, transfer, convey, assign, lease or sublet any of its assets except in the ordinary course of business as presently conducted by the Borrower, and then, only for full, fair and reasonable consideration.

  • Consent to Transfer We will not unreasonably withhold our consent to transfer, provided that all of the conditions described in this Paragraph 11 have been satisfied. Application for our consent to a transfer and tender of the right of first refusal provided for in subparagraph 11.F must be made by submission of our form of application for consent to transfer. You also agree to submit other information and documents (including a copy of the proposed purchase or other transfer agreement) we require under our then-current transfer procedures. The application must indicate whether you or a Principal Owner proposes to retain a security interest in the property to be transferred. No security interest may be retained or created, however, without our prior written consent and except upon conditions acceptable to us. Any agreement used in connection with a transfer shall be subject to our prior written approval, which approval will not be withheld unreasonably. You immediately must notify us of any proposed transfer and must submit promptly to us the application for consent to transfer. Any attempted transfer by you without our prior written consent or otherwise not in compliance with the terms of this Agreement will be void, your interest in this Agreement will be voluntarily abandoned, and it will provide us with the right to elect either to deem you in default and terminate this Agreement or to collect from you and the guarantors a transfer fee equal to two times the transfer fee provided for in subparagraph 11.C.

  • No Impediment to Transactions 4.2.1 Transaction is Legal and Authorized. The issuance of the Subordinated Notes, the borrowing of the aggregate Subordinated Note Amount, the execution of the Transaction Documents and compliance by the Company with all of the provisions of the Transaction Documents are within the corporate and other powers of the Company. 4.2.2

  • Consent to Transfer Personal Data By signing this Agreement, the Recipient voluntarily acknowledges and consents to the collection, use, processing and transfer of personal data as described in this paragraph. The Recipient is not obliged to consent to such collection, use, processing and transfer of personal data. However, failure to provide the consent may affect the Recipient’s ability to participate in the Plan. The Company and its subsidiaries hold certain personal information about the Recipient, including name, home address and telephone number, date of birth, social security number or other employee identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all entitlement to shares of stock awarded, canceled, purchased, vested, unvested or outstanding in the Recipient’s favor, for the purpose of managing and administering the Plan (“Data”). The Company and/or its subsidiaries will transfer Data amongst themselves as necessary for the purpose of implementation, administration and management of the Plan, and the Company and/or any of its subsidiaries may each further transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan. These recipients may be located in the European Economic Area, or elsewhere throughout the world, including the United States. The Recipient authorizes such recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Recipient’s participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of shares of stock on the Recipient’s behalf to a broker or other third party with whom the Recipient may elect to deposit any shares of stock acquired pursuant to the Plan. The Recipient may, at any time, review Data, require any necessary amendments to it or withdraw the consents herein in writing by contacting the Company; however, withdrawing consent may affect the Recipient’s ability to participate in the Plan.

  • Freedom to Trade in Company Securities The Rights Agent and any stockholder, director, officer or employee of the Rights Agent may buy, sell or deal in any of the Rights or other securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company or otherwise act as fully and freely as though it were not Rights Agent under this Agreement. Nothing herein shall preclude the Rights Agent from acting in any other capacity for the Company or for any other legal entity.

  • Xxxxxx’s Right to Transfer If all of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section 5, then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price, provided that such sale or other transfer is consummated within one hundred and twenty (120) days after the date of the Notice, that any such sale or other transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee agrees in writing that the provisions of this Section 5 shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

  • Holder’s Right to Transfer If all of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section, then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price, provided that such sale or other transfer is consummated within 120 days after the date of the Notice, that any such sale or other transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee agrees in writing that the provisions of this Section shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

  • Limited Partners Rights to Transfer (a) Subject to the provisions of Sections 11.3(c), 11.3(d), 11.3(e), 11.4 and 11.6, a Limited Partner may, without the consent of the General Partner, Transfer all or any portion of its Limited Partner Interest, or any of such Limited Partner’s economic right as a Limited Partner. In order to effect such transfer, the Limited Partner must deliver to the General Partner a duly executed copy of the instrument making such transfer and such instrument must evidence the written acceptance by the assignee of all of the terms and conditions of this Agreement and represent that such assignment was made in accordance with all applicable laws and regulations.

  • Right to Transfer The Purchaser shall have the right to sell or otherwise transfer the Subject Shares at any time in its sole discretion, subject to the transfer restrictions contained in Section 2.1 of the Purchase Agreement. Upon the transfer of the Subject Shares by the Purchaser to any third party (other than a transfer to an Affiliate of the Purchaser in which case such Subject Shares shall remain subject to this Agreement) such Subject Shares shall no longer be subject to this Agreement; provided, however, in connection with an Excluded Transfer:

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