Assignment and Transfers to Owner Sample Clauses

Assignment and Transfers to Owner. Upon the expiration or termination of this Agreement, Manager shall assign and transfer to Owner: 16.4.5.1 all leases and contracts to which Manager, CLC, or any of their Affiliates is a party, if any, (including collective bargaining agreements and pension plans, equipment leases, leases, licenses and concession agreements and maintenance and service contracts) in effect that relate exclusively to the Managed Facilities or the Owner Owned IP as of the date of expiration or termination of this Agreement which are assignable without third party consent or as to which consent to assignment may be and has been obtained without cost to Manager, and Owner shall, effective as of the date of such termination, assume all liabilities and obligations thereunder, and Owner shall confirm its assumption of such liabilities and obligations in writing; provided, that Manager shall provide to Owner a list of all contracts and agreements with CLC, and any Affiliates of Manager, and Manager shall assign, and Owner shall assume only such contracts and agreements between the Managed Facilities, on the one hand, and CLC or an Affiliate of Manager, on the other hand, as Owner shall elect (and Manager shall terminate, at Manager’s sole cost and expense) all Affiliate contracts and agreements not so assumed by Owner); 16.4.5.2 all of Manager’s right, title and interest in and to all Approvals, including liquor licenses, if any, held by Manager in connection with the Operation of the Managed Facilities, but only to the extent such assignment or transfer is permitted under Applicable Law; provided, that Owner shall reimburse Manager for any funds Manager has expended in obtaining any such Approvals (if not otherwise paid or reimbursed by Owner). In addition, if Manager or any Affiliate of Manager is the holder of any liquor license for the Managed Facilities which is not assignable to Owner or its designee upon termination of this Agreement, then, upon the request of Owner, Manager (or such Affiliate) shall enter into a temporary lease, license or such other agreement as may be permitted under Applicable Law to permit the continuous and uninterrupted sale of alcohol beverages at the Managed Facilities consistent with prior operations. In such event, Manager (or its Affiliate, if applicable) shall not be entitled to compensation in connection with such arrangement, but shall not incur any cost or liability in connection therewith and shall be named as an additional insured on any “d...
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Assignment and Transfers to Owner. Manager shall assign and transfer to Owner: (a) all leases and contracts with respect to the Managed Facilities entered into by Manager or its Affiliates (if any) in connection with the Operation of the Managed Facilities in accordance with the terms of this Agreement, and Owner (or the successor manager) shall assume all liabilities and obligations in writing, in form and substance reasonably satisfactory to Manager; (b) all right, title and interest in and to all Approvals, including liquor licenses held by Manager or its Affiliates (if any) in connection with the Operation of the Managed Facilities, to the extent such assignment or transfer is permitted under Applicable Law; and, (c) all books and records of the Managed Facilities (but excluding any Manager Proprietary Rights); provided, however, that Owner shall retain all such books and records and make them available to Manager at the Managed Facilities at all reasonable times for inspection, audit, examination and photocopying, at Manager’s expense, for at least five (5) years after the date of such expiration or termination and transfer such accounts to Owner. Manager shall remove its signatories from the Bank Accounts as of the effective date of such expiration or termination. In addition, Manager may make and retain copies of all financial books and records pertaining to the Managed Facilities. Prior to transferring any Hardware or Software to Owner or any successor operator, Manager may, upon thirty (30) days notice to Owner, destroy historic and extraneous personally identifiable information, credit card information and other sensitive information in such Hardware or Software as specifically required under Applicable Laws regarding data privacy. Manager shall comply with any Applicable Laws of Vietnam prior to transferring any Hardware, Software or books and records to Owner or any successor operator.
Sample 1
Assignment and Transfers to Owner. Operator shall assign and transfer to Owner: (a) all leases and contracts with respect to the Hotel entered into by Operator or its Affiliates (if any) in connection with the Operation of the Hotel, and Owner shall assume all liabilities and obligations in writing, in form and substance reasonably satisfactory to Operator; (b) all right, title and interest in and to all Approvals, including liquor licenses held by Operator or its Affiliates (if any) in connection with the Operation of the Hotel, to the extent such assignment or transfer is permitted under Applicable Law; and (c) all books and records of the Hotel (but excluding any Operator IPR); provided, however, that Owner shall retain all such books and records and make them available to Operator at the Hotel at all reasonable times for inspection, audit, examination and photocopying, at Operator’s expense, for at least five years after the date of such expiration or termination. Operator shall remove its signatories from the Bank Accounts as of the effective date of such expiration or termination, subject to payment of all amounts due or payable to Operator and its Affiliates pursuant to this Agreement. Prior to transferring any Technology or books and records to Owner or any successor operator, Operator may be required under Starwood’s information management policies and Applicable Laws regarding data privacy to destroy historic and extraneous personally identifiable information, credit card information and other sensitive information in such Technology or books and records.
Sample 1

Related to Assignment and Transfers to Owner

  • Assignment and Transfers Except as the Committee may otherwise permit pursuant to the Plan, the rights and interests of the Participant under this Agreement may not be sold, assigned, encumbered or otherwise transferred except, in the event of the death of the Participant, by will or by the laws of descent and distribution. In the event of any attempt by the Participant to alienate, assign, pledge, hypothecate, or otherwise dispose of the Stock Units or any right hereunder, except as provided for in this Agreement, or in the event of the levy or any attachment, execution or similar process upon the rights or interests hereby conferred, the Company may terminate the Stock Units by notice to the Participant, and the Stock Units and all rights hereunder shall thereupon become null and void. The rights and protections of the Company hereunder shall extend to any successors or assigns of the Company and to the Company’s parents, subsidiaries, and affiliates. This Agreement may be assigned by the Company without the Participant’s consent.

  • Assignment and Transfer The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

  • Assignments and Transfers 18.1 Any assignment by either Party to any entity of any right, obligation or duty, or of any other interest hereunder, in whole or in part, without the prior written consent of the other Party shall be void. The assignee must provide evidence of a Commission approved certification to provide Telecommunications Service in each state that OneTone is entitled to provide Telecommunications Service. After BellSouth’s consent, the Parties shall amend this Agreement to reflect such assignments and shall work cooperatively to implement any changes required due to such assignment. All obligations and duties of any Party under this Agreement shall be binding on all successors in interest and assigns of such Party. No assignment or delegation hereof shall relieve the assignor of its obligations under this Agreement in the event that the assignee fails to perform such obligations. Notwithstanding anything to the contrary in this Section, OneTone shall not be permitted to assign this Agreement in whole or in part to any entity unless either (1) OneTone pays all bills, past due and current, under this Agreement, or (2) OneTone’s assignee expressly assumes liability for payment of such bills. 18.2 In the event that OneTone desires to transfer any services hereunder to another provider of Telecommunications Service, or OneTone desires to assume hereunder any services provisioned by BellSouth to another provider of Telecommunications Service, such transfer of services shall be subject to separately negotiated rates, terms and conditions.

  • 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.

  • ASSIGNMENT AND TRANSFER SIGNATURE LINES FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), assign(s) and transfer(s) unto ______________________________ whose taxpayer identification number is _______________________ and whose address including postal zip code is ____________________________, the within Receipt and all rights thereunder, hereby irrevocably constituting and appointing ________________________ attorney-in-fact to transfer said Receipt on the books of the Depositary with full power of substitution in the premises.

  • Assignments and transfer by Obligors No Obligor may assign any of its rights or transfer any of its rights or obligations under the Finance Documents.

  • Assignments and Transfers by the Company This Agreement may not be assigned by the Company (whether by operation of law or otherwise) without the prior written consent of the Required Investors, provided, however, that in the event that the Company is a party to a merger, consolidation, share exchange or similar business combination transaction in which the Common Stock is converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received by the Investors in connection with such transaction unless such securities are otherwise freely tradable by the Investors after giving effect to such transaction.

  • Payment and Transfer Unless otherwise mutually agreed, all transfers of funds hereunder shall be in immediately available funds. All Securities transferred by one party hereto to the other party (i) shall be in suitable form for transfer or shall be accompanied by duly executed instruments of transfer or assignment in blank and such other documentation as the party receiving possession may reasonably request, (ii) shall be transferred on the book-entry system of a Federal Reserve Bank, or (iii) shall be transferred by any other method mutually acceptable to Seller and Buyer.

  • Payments and Transfers 1. Except under the circumstances envisaged in Article 7.17 a Party shall not apply restrictions on international transfers and payments for current transactions relating to its specific commitments. 2. Nothing in this Chapter shall affect the rights and obligations of the Parties as members of the International Monetary Fund under the Articles of Agreement of the Fund, including the use of exchange actions which are in conformity with the Articles of Agreement, provided that a Party shall not impose restrictions on any capital transactions inconsistently with its specific commitments regarding such transactions, except under Article 7.17 or at the request of the Fund.

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