Agreements Relating to Transfer of Transferred Assets Sample Clauses

Agreements Relating to Transfer of Transferred Assets. The Seller and the Purchaser agree that all of the Transferred Assets (including software and any related documentation) that can be transmitted to the Purchaser electronically will be so delivered to the Purchaser promptly following the Closing and will not be delivered to the Purchaser on any tangible medium.
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Agreements Relating to Transfer of Transferred Assets. Seller and Purchaser agree that any software and software documentation included in the Transferred Assets and any other Transferred Assets that can be transmitted to Purchaser by electronic transmission (collectively, the “Remotely Transferable Assets”) shall be delivered to Purchaser by electronic transmission as of or promptly (and in any event no later than five days) following the Closing and shall not be delivered to Purchaser on any tangible medium. If any tangible Transferred Asset is inadvertently transferred to Purchaser, together with any Remotely Transferable Asset, such tangible Transferred Asset shall be returned to Seller, the Remotely Transferable Assets thereon shall be removed by Seller, Seller shall transfer such tangible Transferred Asset back to Purchaser without such Remotely Transferable Assets and Purchaser shall irretrievably remove such Remotely Transferable Assets that were originally acquired on a tangible medium from Purchaser’s computers or other electronic media. Promptly following any such electronic transmission, Seller shall execute and deliver to Purchaser a certificate in a form reasonably acceptable to Purchaser and containing, at a minimum, the following information: (i) the date of transmission; (ii) the time the transmission was commenced and concluded; (iii) the name of the individual who made the transmission; (iv) the signature of such individual; and (v) a general description of the nature of the items transmitted sufficient to distinguish the transmission from other transmissions.
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Agreements Relating to Transfer of Transferred Assets. Seller and Purchaser agree that any software and software documentation included in the Transferred Assets and any other Transferred Assets that can be transmitted to Purchaser by electronic transmission shall be delivered to Purchaser by electronic transmission at the Closing and shall not be delivered to Purchaser on any tangible medium. Seller shall also cause to be delivered to Purchaser the remaining Transferred Assets at the Closing. Promptly after the delivery of any Transferred Assets to Purchaser, Seller shall destroy any residual copies of the documents or materials (including any such documents or materials in electronic format) included in the Transferred Assets that remain in its possession; provided, however, that to the extent required by Law, Seller shall be permitted to retain one archival copy of such Transferred Assets, which shall remain subject to the terms of this Agreement and which shall not be accessed or used other than for purposes of compliance with such Law.
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Agreements Relating to Transfer of Transferred Assets. The Seller and the Purchaser agree that any of the Transferred Assets of the type described in Section 1.1(d) that can be transmitted to the Purchaser electronically will be so delivered to the Purchaser as soon as reasonably practicable following the Closing and will not be delivered to the Purchaser on any tangible medium. Promptly following any electronic transmission, the Seller shall execute and deliver to the Purchaser a certificate containing the following information: (a) the date of transmission; (b) the time the transmission was commenced and concluded; (c) the name of the individual who made the transmission; (d) the signature of such individual; and (e) a general description of the nature of the items transmitted sufficient to distinguish the transmission from other transmissions.
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Agreements Relating to Transfer of Transferred Assets 
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Related to Agreements Relating to Transfer of Transferred Assets

  • Required Filings Relating to Placement of Placement Shares The Company agrees that on such dates as the Securities Act shall require, the Company will (i) file a prospectus supplement with the Commission under the applicable paragraph of Rule 424(b) under the Securities Act (each and every filing under Rule 424(b), a “Filing Date”), which prospectus supplement will set forth, within the relevant period, the amount of Placement Shares sold through Xxxxx, the Net Proceeds to the Company and the compensation payable by the Company to Xxxxx with respect to such Placement Shares, and (ii) deliver such number of copies of each such prospectus supplement to each exchange or market on which such sales were effected as may be required by the rules or regulations of such exchange or market.

  • Covenants Relating to Conduct of Business During the period from the date of this Agreement and continuing until the Closing Date, the Shareholders and the Corporation, jointly and severally, covenant and agree that (except as expressly contemplated or permitted by this Agreement, or to the extent that the Company shall otherwise consent in writing):

  • Copies of Documents Relating to Title Exceptions Copies of all recorded documents listed as exceptions to title or otherwise referred to in the Additional Mortgage Policy or title report delivered pursuant to clause (iv) or (v) above;

  • Conditions Applicable to All Sale and Purchase Transactions (a) Any transaction effected under this Article XII or in connection with the acquisition, disposition or substitution of any Asset shall be conducted on an arm’s length basis and, if effected with an Affiliate of the Collateral Manager (or with an account or portfolio for which the Collateral Manager or any of its Affiliates serves as investment adviser), shall be effected in accordance with the requirements of Section 5 of the Collateral Management Agreement on terms no less favorable to the Issuer than would be the case if such Person were not an Affiliate of the Collateral Manager; provided that the Trustee shall have no responsibility to oversee compliance with this clause (a) by the other parties. Any sale of a Collateral Obligation or an Equity Security (other than a Substitute Collateral Obligation) to the Collateral Manager, an Affiliate of the Collateral Manager or an Affiliate of the Issuer shall be at a purchase price at least equal to the current Fair Market Value of such Collateral Obligation or Equity Security and certified by the Collateral Manager to the Trustee.

  • Removal of Transfer Restrictions Without limiting the generality of any other provision of this Indenture (including Section 3.04), the Restricted Note Legend affixed to any Note will be deemed, pursuant to this Section 2.12 and the footnote to such Restricted Note Legend, to be removed therefrom upon the Company’s delivery to the Trustee of notice, signed on behalf of the Company by one (1) of its Officers, to such effect (and, for the avoidance of doubt, such notice need not be accompanied by an Officer’s Certificate or an Opinion of Counsel in order to be effective to cause such Restricted Note Legend to be deemed to be removed from such Note). If such Note bears a “restricted” CUSIP or ISIN number at the time of such delivery, then, upon such delivery, such Note will be deemed, pursuant to this Section 2.12 and the footnotes to the CUSIP and ISIN numbers set forth on the face of the certificate representing such Note, to thereafter bear the “unrestricted” CUSIP and ISIN numbers identified in such footnotes; provided, however, that if such Note is a Global Note and the Depositary thereof requires a mandatory exchange or other procedure to cause such Global Note to be identified by “unrestricted” CUSIP and ISIN numbers in the facilities of such Depositary, then (i) the Company will effect such exchange or procedure as soon as reasonably practicable; and (ii) for purposes of Section 3.04 and the definition of Freely Tradable, such Global Note will not be deemed to be identified by “unrestricted” CUSIP and ISIN numbers until such time as such exchange or procedure is effected.

  • Exchange and Registration of Transfer of Notes; Restrictions on Transfer Depositary 16 Section 2.06. Mutilated, Destroyed, Lost or Stolen Notes 22 Section 2.07. Temporary Notes 23 Section 2.08. Cancellation of Notes Paid, Converted, Etc. 24 Section 2.09. CUSIP Numbers 24 Section 2.10. Additional Notes; Repurchases 24

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