Disposition Agreement Sample Clauses

POPULAR SAMPLE Copied 1 times
Disposition Agreement. Recital C Effective Interest Rate ............................................... 40 End of the Development Period of Phase 1A ............................. 40 Equity ................................................................ 40
View Source
Disposition Agreement. The Company shall have performed its obligations under the Disposition Agreement (the “Disposition Agreement”), dated as of August 4, 2008, between the Buyer and the Company. The obligation of the Company and the Sellers to consummate the transactions contemplated hereby at the Initial Closing is subject to the fulfillment on or prior to the Initial Closing Date of the following conditions, any one or more of which, at the option of the Sellers, may be waived by the Sellers in their sole discretion:
View SourceView Similar (3)
Disposition Agreement. Except as expressly amended or modified herein, the Disposition Agreement (as amended hereby) shall continue in full force and effect in accordance with the provisions hereof and thereof as in existence on the date hereof. After the date hereof, any reference to the Disposition Agreement, shall mean the Disposition Agreement as amended by this Amendment.
View SourceView Similar (3)
Disposition Agreement. Promptly after the execution and delivery of this Agreement, the Agent and AVS Investors will diligently and in good faith attempt to negotiate with Debtors an agreement allowing Agent lawfully to prevent any sale or other disposition of the Property on terms that are unacceptable to Agent (the "Disposition Agreement"), and the Agent and the AVS Investors will support a Disposition Motion, if any is filed, seeking entry of a Disposition Order.
View Source
Disposition Agreement. (A) Not later than one hundred fifty (150) days after a small utility rate case is opened, the staff shall file one of the following: 1. A disposition agreement between at least the staff and the utility providing for a full resolution of the small utility rate case; 2. A disposition agreement between at least the staff and the utility providing for a partial resolution of the small utility rate case and a motion asking that the case proceed to an evidentiary hearing; or 3. A motion stating that agreements cannot be reached on any of the issues related to the small utility rate case and asking that the case proceed to an evidentiary hearing. (B) If the disposition agreement filed by the staff provides for a full resolution of the small utility rate case and is executed by all parties, the utility shall submit to the commission, within five business days of the staff’s filing, new and/or revised tariff sheets bearing an effective date of not fewer than thirty (30) days later, to implement the agreement. (C) If the disposition agreement filed by the staff provides for a full resolution of the small utility rate case but is not executed by all parties, the utility shall submit to the commission concurrent with the staff’s filing new and/or revised tariff sheets, bearing an effective date that is not fewer than forty-five (45) days after they are filed, to implement the agreement. (D) No later than five (5) working days after the filing of a full or partial disposition agreement that is not executed by all parties, each non-signatory party shall file a pleading stating its position regarding the disposition agreement and the related tariff revisions and providing the reasons for its position. If the non-signatory party intends to ask that the case be resolved by evidentiary hearing, it must do so in this pleading. (E) If any party requests an evidentiary hearing where the disposition agreement filed by the staff provides for a full resolution of the small utility rate case and is executed by at least the utility and the staff, either the utility or staff shall bear the burden of proving the disposition agreement is reasonable. 1. If the utility elects to not participate as a party in an evidentiary hearing, representatives of the utility may still be called as witnesses by other parties.
View Source
Disposition Agreement. If required by HUD, the Disposition Agreement executed by and between HUD and Lessor pertaining to the disposition of the Property.
View Source
Disposition Agreement. The Company shall have performed its obligations under the Disposition Agreement (the “Disposition Agreement”), dated as of August 4, 2008, between the Buyer and the Company.
View Source

Related to Disposition Agreement

  • Acquisition Agreements If the Equipment is subject to any Acquisition Agreement, Lessee, as part of this lease, transfers and assigns to Lessor all of its rights, but none of its obligations (except for Lessee's obligation to pay for the Equipment conditioned upon Lessee's acceptance in accordance with Paragraph 6), in and to the Acquisition Agreement, including but not limited to the right to take title to the Equipment. Lessee shall indemnify and hold Lessor harmless in accordance with Paragraph 19 from any liability resulting from any Acquisition Agreement as well as liabilities resulting from any Acquisition Agreement Lessor is required to enter into on behalf of Lessee or with Lessee for purposes of this lease.

  • Assignment of Management Agreement As additional collateral security for the Loan, Borrower conditionally transfers, sets over, and assigns to Lender all of Borrower’s right, title and interest in and to the Management Agreement and all extensions and renewals. This transfer and assignment will automatically become a present, unconditional assignment, at Lender’s option, upon a default by Borrower under the Note, the Loan Agreement, the Security Instrument or any of the other Loan Documents (each, an “Event of Default”), and the failure of Borrower to cure such Event of Default within any applicable grace period.

  • Acquisition Agreement Trade Republic acquires Securities outside of Germany if (1) Trade Republic, as a commission agent, executes buy orders in German domestic or foreign Securities outside of Germany or (2) Trade Republic, as a commission agent, executes buy orders in foreign Securities that are traded on the exchange or OTC in Germany but are usually acquired outside of Germany.

  • Transition Agreement 12.8.1 In the event of termination of this Agreement, whether in its entirety or with respect to the Terminated Territory, Ablynx and AbbVie shall negotiate in good faith the terms and conditions of a written transition agreement (the “Transition Agreement”) pursuant to which AbbVie and Ablynx will effectuate and coordinate a smooth and efficient transition of relevant obligations and rights to Ablynx as reasonably necessary for Ablynx to exercise its licenses pursuant to Sections 12.6 and 12.7 with respect to the Licensed Products after termination of this Agreement (in its entirety or with respect to the Terminated Territory, as applicable) as and to the extent set forth in this Article 12. For purposes of clarity, AbbVie shall not be required to Manufacture or have Manufactured the Licensed Products by or on behalf of Ablynx as part of the Transition Agreement. CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[...***...]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 12.8.2 The Transition Agreement shall provide that in the event of a termination of this Agreement in its entirety by AbbVie pursuant to Section 12.3 or by Ablynx in its entirety pursuant to Section 12.2.1, AbbVie shall: (i) where permitted by Applicable Law, transfer to Ablynx all of its right, title, and interest in all Regulatory Documentation then Controlled by AbbVie and in its name applicable to the Licensed Products in the Territory that are the subject of an exclusive license grant in Section 12.6.1(iii); (ii) notify the applicable Regulatory Authorities and take any other action reasonably necessary to effect the transfer set forth in clause (i) above; (iii) unless expressly prohibited by any Regulatory Authority, transfer control to Ablynx of all Clinical Studies being Conducted by AbbVie as of the effective date of termination and continue to Conduct such Clinical Studies, […***…], for up to […***…] to enable such transfer to be completed without interruption of any such Clinical Study; provided, that (a) Ablynx shall not have any obligation to continue any Clinical Study unless required by Applicable Law, in which case Ablynx, if it wishes to terminate such Clinical Study, shall continue such Clinical Study […***…] until such time that Applicable Law allows such trial to be terminated (with Ablynx taking all reasonable steps to promptly terminate such Clinical Study and minimize all costs and expenses), and (b) with respect to each Clinical Study for which such transfer is expressly prohibited by the applicable Regulatory Authority, if any, AbbVie shall continue to Conduct such Clinical Study to completion, […***…]; (iv) assign (or cause its Affiliates to assign) to Ablynx all agreements with any Third Party with respect to the conduct of pre-clinical Development activities, Manufacturing or Clinical Studies for the Licensed Products, including agreements with contract research organizations, contract manufacturing organizations, clinical sites, and investigators, unless, with respect to any such agreement, such agreement (a) expressly prohibits such assignment, in which case AbbVie shall cooperate with Ablynx in reasonable respects to secure the consent of the applicable Third Party to such assignment, or (b) covers Clinical Studies for Combination Products in which any active ingredient that is not a Licensed Compound is covered by Patents Controlled by AbbVie or any of its Affiliates or covers products covered by Patents Controlled by AbbVie or any of its Affiliates in addition to the Licensed Products, in which case AbbVie shall, […***…], cooperate with Ablynx in all reasonable respects to facilitate the execution of a new agreement between Ablynx and the applicable Third Party; and (v) transfer to Ablynx all existing clinical supplies of the Licensed Compound or Licensed Product in the possession of AbbVie at the time of termination, which shall be […***…]. CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[...***...]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. In the event this Agreement is partially terminated or terminated in its entirety by Ablynx pursuant Section 12.2.1, then any actions or activities set forth in the Transition Agreement shall be […***…]. 12.8.3 The Transition Agreement shall provide that in the event of a termination of this Agreement with respect to a country or other jurisdiction by AbbVie pursuant to Section 12.3.2 or with respect to a Terminated Territory by Ablynx pursuant to Section 12.2.2 (but not in the case of any termination of this Agreement in its entirety), AbbVie shall in a reasonable amount of time following Ablynx’s request: (i) where permitted by Applicable Law, transfer to Ablynx all of its right, title, and interest in all Regulatory Approvals owned by AbbVie and then in its name that is solely applicable to the Terminated Territory and to the Licensed Products that are the subject of an exclusive license grant in Section 12.7.2, as such Regulatory Approvals exists as of the effective date of such termination of this Agreement with respect to such Terminated Territory; provided, that AbbVie retains a license and right of reference under any Regulatory Approval transferred pursuant to this clause as necessary or reasonably useful for AbbVie to Commercialize Licensed Products in the Territory, Develop Licensed Products in support of such Commercialization, or Manufacture Licensed Products in support of such Development or Commercialization; (ii) notify the applicable Regulatory Authorities and take any other action reasonably necessary to effect the transfer set forth in clause (i) above; (iii) grant Ablynx a right of reference to all Regulatory Documentation then owned by AbbVie and in AbbVie’s name that are not transferred to Ablynx pursuant to clause (i) above that are necessary or reasonably useful for Ablynx, any of its Affiliates or sublicensees to Develop or Commercialize any Licensed Products that are the subject of the license grant in Section 12.7.2, as such Regulatory Documentation exists as of the effective date of such termination of this Agreement with respect to such Terminated Territory.

  • Termination Agreement 8.01 Notwithstanding any other provision of this Agreement, WESTERN, at its sole option, may terminate either a Purchase Order or this Agreement at any time by giving fourteen (14) days written notice to CONSULTANT, whether or not a Purchase Order has been issued to CONSULTANT. 8.02 In the event of termination of either a Purchase Order or this Agreement, the payment of monies due CONSULTANT for work performed prior to the effective date of such termination shall be paid within thirty (30) days after receipt of an invoice as provided in this Agreement. Upon payment for such work, CONSULTANT agrees to promptly provide to WESTERN all documents, reports, purchased supplies and the like which are in the possession or control of CONSULTANT and pertain to WESTERN.