Exchange of Contracts Sample Clauses

Exchange of Contracts. 4.1 Exchange of contracts (“Exchange”) shall take place at the offices of the Sellers’ Solicitors immediately after the signing of this agreement on the date of this agreement when each of the events in clauses 4.2 to 4.3 shall occur.
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Exchange of Contracts. At the Closing, Cox shall assign to AFM all of its rights and privileges under the contracts, leases, employment contracts and other agreements that relate to the Cox Assets, as defined below, or the operation of the Cox Stations as now conducted, including but not limited to those listed on Schedule 1.3A (the "Cox Contracts"), and which have not been assigned to AFM under the Cox Time Brokerage Agreement, and AFM shall assume all of Xxx'x obligations under the Cox Contracts insofar as they relate to the time on and after the Closing Date and arise out of events which occur on and after the Closing Date. At the Closing, AFM shall assign to Cox all of its rights and privileges under the contracts, leases, employment contracts and other agreements that relate to the AFM Assets, as defined below, or the operation of the AFM Stations as now conducted, including but not limited to those listed on Schedule 1.3B (the "AFM Contracts"), and which have not been assigned to Cox under the AFM Time Brokerage Agreement, and Cox shall assume all of AFM's obligations under the AFM Contracts insofar as they relate to the time on and after the Closing Date and arise out of events which occur on and after the Closing Date. Copies of the Cox Contracts have been delivered by Cox to AFM, and copies of the AFM Contracts have been delivered by AFM to Cox. The Cox Contracts and the AFM Contracts shall be assigned free and clear of all Liens (except for Permitted Liens).
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Exchange of Contracts. (a) Subject to (b) and (c) below, concurrently with the execution of this Agreement, (i) Chancellor shall assign or cause to be assigned to SFX all of its rights, privileges and obligations under the Jacksonville Contracts and (ii) SFX shall assign or cause to be assigned to Chancellor all of its rights, privileges and obligations under the Houston Contracts. (b) With respect to any consents, approvals and waivers required for the assignment of the rights, privileges and obligations under the Houston Contracts which have not been received prior to the date hereof, SFX shall use commercially reasonable efforts to obtain such consents, approvals and waivers after the Closing Date. During the period between the Closing Date and the date that SFX obtains such consent, SFX shall act as Chancellor's agent in connection with such contract and the parties shall cooperate to cause Chancellor to receive the benefit of the rights and privileges under such contract in exchange for performance by Chancellor of all of
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Exchange of Contracts. In the absence of NYL's consent, neither Dealer nor any of its affiliates, agents, employees or registered representatives will at any time before or after termination of this Agreement solicit or seek to cause the exchange by any owner of a Variable Contract into another insurance policy, insurance contract or investment product, unless such exchange is based upon a determination by Dealer that the Variable Contract is unsuitable given the Contract Owner's financial situation, needs and other securities holdings.
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Exchange of Contracts. 10% of purchase price (less reservation deposit), payable on exchange, i.e. within 21 calendar days of reservation.
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Exchange of Contracts. 11 2.4. Exchange of Station Licenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 2.5. Exchange of Intellectual Property. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 2.6. Cash Payment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
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Exchange of Contracts. (a) Subject to (b) and (c) below, concurrently with the execution of this Agreement, (i) Chancellor shall assign or cause to be assigned to SFX all of its rights, privileges and obligations under the Jacksonville Contracts and (ii) SFX shall assign or cause to be assigned to Chancellor all of its rights, privileges and obligations under the Houston Contracts. (b) With respect to any consents, approvals and waivers required for the assignment of the rights, privileges and obligations under the Houston Contracts which have not been received prior to the date hereof, SFX shall use commercially reasonable efforts to obtain such consents, approvals and waivers after the Closing Date. During the period between the Closing Date and the date that SFX obtains such consent, SFX shall act as Chancellor's agent in connection with such contract and the parties shall cooperate to cause Chancellor to receive the benefit of the rights and privileges under such contract in exchange for performance by Chancellor of all of SFX's obligations under such contract (including but not limited to the payment to SFX of all amounts due under the contract on and after the Cut-Off Time for services provided by SFX). (c) With respect to any consents, approvals and waivers required for the assignment of the rights, privileges and obligations under the Jacksonville Contracts which have not been received prior to the date hereof, Chancellor shall use commercially reasonable efforts to obtain such consents, approvals and waivers after the Closing Date. During the period between the Closing Date and the date that Chancellor obtains such consent, Chancellor shall act as SFX's agent in connection with such contract and the parties shall cooperate to cause SFX to receive the benefit of the rights and privileges under such contract in exchange for performance by SFX of all of Chancellor's obligations under such contract (including but not limited to the payment to Chancellor of all amounts due under the contract on and after the Cut-Off Time for services provided by Chancellor).
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Exchange of Contracts. The contract exchange is a critical point in If you need further assistance to resolve
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Exchange of Contracts. Legal sale of property from seller to buyer, immediately after the Exclusivity Period has ended. Legal Pack: The pack of documents relating to the property being sold via our timed online auction, containing the personal local search, personal drainage search, land registry title and plan, copies of any deeds referred to in the register, property information form, fixture and fittings, lease information (if applicable), tenancy agreements (if applicable), energy performance certificate (EPC) and special conditions of sale. Memorandum of Sale: The form in which the terms of the contract for the sale of the property are recorded. Online: Particulars: The section containing the description of the property (as varied by any Addendum).
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Related to Exchange of Contracts

  • Exchange of Talons On and after the Interest Payment Date on which the final Coupon comprised in any Coupon sheet matures, the Talon (if any) forming part of such Coupon sheet may be surrendered at the specified office of the Principal Paying Agent or any other Paying Agent in exchange for a further Coupon sheet including (if such further Coupon sheet does not include Coupons to (and including) the final date for the payment of interest due in respect of the Note to which it appertains) a further Talon, subject to the provisions of Condition 10.

  • Exchange of Notes A Noteholder may exchange Notes for other Notes of the same Class by surrendering the Notes to be exchanged at the office or agency of the Issuer maintained under Section 3.2. If the requirements of Section 8-401(a) of the UCC are met, the Issuer will execute, the Indenture Trustee will authenticate and the Noteholder will receive from the Indenture Trustee new Notes of the same Class, in the same principal amount.

  • Assignment; Exchange of Warrant Subject to compliance with applicable securities laws, this Warrant, and the rights evidenced hereby, may be transferred by any registered holder hereof (a "Transferor"). On the surrender for exchange of this Warrant, with the Transferor's endorsement in the form of Exhibit B attached hereto (the "Transferor Endorsement Form") and together with an opinion of counsel reasonably satisfactory to the Company that the transfer of this Warrant will be in compliance with applicable securities laws, the Company at its expense, twice, only, but with payment by the Transferor of any applicable transfer taxes, will issue and deliver to or on the order of the Transferor thereof a new Warrant or Warrants of like tenor, in the name of the Transferor and/or the transferee(s) specified in such Transferor Endorsement Form (each a "Transferee"), calling in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face or faces of the Warrant so surrendered by the Transferor. No such transfers shall result in a public distribution of the Warrant.

  • Exchange of Warrants Upon the surrender by the Registered Holder, properly endorsed, to the Company at the principal office of the Company, the Company will, subject to the provisions of Section 4 hereof, issue and deliver to or upon the order of such Holder, at the Company's expense, a new Warrant or Warrants of like tenor, in the name of the Registered Holder or as the Registered Holder (upon payment by the Registered Holder of any applicable transfer taxes) may direct, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock (or other securities, cash and/or property) then issuable upon exercise of this Warrant.

  • Assignment; Change of Control 10.3.1 Except as provided in this Section 10.3, this Agreement may not be assigned or otherwise transferred, nor may any right or obligation hereunder be assigned or transferred, by either Party without the consent of the other Party, such consent not be unreasonably withheld. Any permitted assignee under this Agreement shall assume in writing all assigned obligations of its assignor under this Agreement. All validly assigned rights of a Party shall inure to the benefit of and be enforceable by, and all validly assigned obligations of such Party shall be binding on and enforceable against, each permitted assignee of such Party; provided that such Party shall remain jointly and severally liable for the performance of the assigned obligations under this Agreement. Any attempted assignment not in accordance with this Section 10.3 shall be void. 10.3.2 Astellas may, without Ambit’s consent, assign this Agreement and all its rights and obligations hereunder in whole (but not in part) to an Astellas Affiliate, or to Astellas’s successor in interest (whether by acquisition, merger, reorganization, restructuring, asset purchase or otherwise) to all or substantially all the business or assets to which this Agreement relates. In addition, Astellas may, without Ambit’s consent, perform any or all of its obligations and exercise any or all of its rights under this Agreement through any of Astellas’s Affiliates. 10.3.3 Ambit may, without Astellas’s consent, assign this Agreement and all its rights and obligations hereunder in whole (but not in part) to Ambit’s successor in interest (whether by acquisition, merger, reorganization, restructuring, asset purchase or otherwise) to all or substantially all the business or assets to which this Agreement relates; provided, however, that Ambit shall notify Astellas promptly upon the completion of any such transaction. Further, upon any Change of Control of Ambit, Astellas shall have the right, at its sole discretion upon thirty (30) days prior written notice at any time within three (3) months after completion of such a Change of Control of Ambit, to exercise one or more of the following options: (a) Terminate any existing Co-Promotion Option that has not been exercised prior to the date of such Astellas termination; (b) Terminate any existing Co-Promotion Agreement, provided however that in the event of a termination of any applicable Co-Promotion Agreement existing as of the date of Astellas’s termination in accordance with this Section 10.3.3 based on a Change of Control of Ambit, the following shall apply from and after the effective date of such termination event(s): (i) The applicable Product(s) shall no longer constitute a Co-Promoted Product(s) under this Agreement, except that (A) the Parties shall be required to pay to one another Co-Promotion Payments in accordance with Section 3.8.5 with the applicable financial terms and conditions of this Agreement applied for purposes of calculating such payments as if such Product(s) were a Co-Promoted Product(s) hereunder; and (B) such Product(s) shall continue to be treated as a Co-Promoted Product(s) for purposes of Article 7 (including for purposes of applying defined terms used in Article 7 to give effect to the provisions thereof); (ii) Notwithstanding any other term or condition of this Agreement to the contrary, Allowed Expenses for purposes of determining such Co-Promotion Payments shall be deemed to include any and all costs (internal and out-of-pocket), whether direct or indirect, incurred to build, maintain and operate Astellas’s, its Related Party’s or subcontractors’s sales force(s) in the U.S. for the Product(s) that was the subject of the Co-Promotion Agreement, and to use such sales force(s) to Promote the Product(s) in the U.S., including any such amounts incurred to provide, support and maintain sales force managers for such sales force(s); (iii) Without limitation to the foregoing, for purposes of calculating Co-Promotion Payments, (A) any requirement that Allowed Expenses be incurred in accordance with any budget shall not apply, (B) Sections 3.8 and 3.9 shall have no further force or effect, and, for clarity, (x) Astellas shall not be under any obligations to prepare or present for Ambit’s review any Co-Promotion Plan, (y) the JCC shall be terminated, and (z) Astellas shall have no obligations to continue providing to Ambit information with respect to commercialization activities for the U.S., and (C) Astellas shall have sole control over all commercialization matters in the U.S., except that Astellas shall provide to Ambit summary reports each Calendar Quarter with respect to its commercialization activities in the U.S; (iv) For clarity, nothing contained herein is intended or shall be construed to be in derogation of Astellas’s obligations to use Commercially Reasonable Efforts to commercialize the applicable Product(s) in the U.S. as required pursuant to Section 3.6.1, or Ambit’s right to conduct audits pursuant to Section 4.6;

  • Exchange of Warrant This Warrant is exchangeable, upon the surrender hereof by the Holder at the office or agency of the Company referred to in Section 15, for one or more new Warrants of like tenor representing in the aggregate the right to subscribe for and purchase the number of shares of Common Stock which may be subscribed for and purchased hereunder, each of such new Warrants to represent the right to subscribe for and purchase such number of shares as shall be designated by the Holder at the time of such surrender.

  • Exchange of the Warrant upon a Transfer On surrender of this Warrant (and a properly endorsed Assignment Form) for exchange, subject to the provisions of this Warrant with respect to compliance with the Securities Act and limitations on assignments and transfers, the Company shall issue to or on the order of the Holder a new warrant or warrants of like tenor, in the name of the Holder or as the Holder (on payment by the Holder of any applicable transfer taxes) may direct, for the number of shares issuable upon exercise hereof, and the Company shall register any such transfer upon the Warrant Register. This Warrant (and the securities issuable upon exercise of the rights under this Warrant) must be surrendered to the Company or its warrant or transfer agent, as applicable, as a condition precedent to the sale, pledge, hypothecation or other transfer of any interest in any of the securities represented hereby.

  • MERGER, CONSOLIDATION, TRANSFER OF ASSETS Merge into or consolidate with any other entity; make any substantial change in the nature of Borrower's business as conducted as of the date hereof; acquire all or substantially all of the assets of any other entity; nor sell, lease, transfer or otherwise dispose of all or a substantial or material portion of Borrower's assets except in the ordinary course of its business.

  • Exchange of Shifts Employees may exchange shifts with the approval of the Employer, provided that, whenever possible, sufficient advance notice in writing is given and provided that there is no increase in cost to the Employer.

  • Exchange of Warrant Upon a Transfer On surrender of this Warrant for exchange, properly endorsed on the Assignment Form and subject to the provisions of this Warrant with respect to compliance with the Act and with the limitations on assignments and transfers and contained in this Section 7, the Company at its expense shall issue to or on the order of the Holder a new warrant or warrants of like tenor, in the name of the Holder or as the Holder (on payment by the Holder of any applicable transfer taxes) may direct, for the number of shares issuable upon exercise hereof.

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