FUNDING BY THE SPONSOR Sample Clauses

FUNDING BY THE SPONSOR. 3.1 The Sponsor agrees to make payments to Imperial on the dates and in the amounts as set out in the Second Schedule to this Agreement. 3.2 Except as otherwise provided by agreement in writing, as between the Sponsor and Imperial the full and unencumbered title to all equipment purchased or constructed using funds provided by the Sponsor shall vest in Imperial. Imperial shall acknowledge the financial contribution by the Sponsor towards any such equipment in such reasonable way as may be mutually agreed between the Sponsor and Imperial.
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FUNDING BY THE SPONSOR. 3.1. The Sponsor shall pay the University payments in respect of the Project on the dates and in the amounts set out at Schedule 2. 3.2. All payments due under this Agreement: (a) are exclusive of value added tax, which where applicable shall be paid by the Sponsor to the University in addition; (b) shall be paid in pounds sterling (unless otherwise agreed by the Parties in writing) and to a bank account notified in writing by the University to the Sponsor; and (c) shall be made on the due date, failing which the University may charge interest on any outstanding amount on a daily basis at a rate equivalent to four per cent. (4%) per annum above the Barclays Bank pie base lending rate then in force in London. 3.3. Unless otherwise agreed by the Parties in writing, the University shall own all equipment purchased or constructed using the funding provided by the Sponsor under this Agreement.
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FUNDING BY THE SPONSOR. 3.1 The Sponsor will make payments to the University towards the cost of the Project on the dates and in the amounts set out in the Third Schedule to this Agreement. 3.2 Except as otherwise provided by agreement in writing, as between the Sponsor and the University the full and unencumbered title to all equipment purchased or constructed using funds provided by the Sponsor shall vest in the University. 3.3 Subject to clause 11.7 additional funding may be provided by the Sponsor to fund work undertaken by commercial third party organisations for the furtherance of the Project. No commercial third party organisation may be appointed to assist with the performance of the Project without the approval of the RMT, as defined in Schedule 2, to both the organisation and the terms of engagement of the organisation. Both Sponsor and University shall be parties to any master services agreement governing such work by such commercial third party organisation. Subject to Clause 6.3 Arising Intellectual Property resulting from the conduct of work placed with a commercial third party organisation under the direction of the RMT shall be owned by the University and the parties shall ensure that any master services agreement governing such work confers to the University title over such Arising Intellectual Property. 1 httx://xxx.xxxxx.xx.xx.xx/xxx/dmp/documentation/labnotebooks/ retrieved 11/10/
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FUNDING BY THE SPONSOR. 3.1 The Sponsor will make payments to the University towards the cost of the Project on the dates and in the amounts set out in the Third Schedule to this Agreement. 3.2 Except as otherwise provided by agreement in writing, as between the Sponsor and the University the full and unencumbered title to all equipment purchased or constructed using funds provided by the Sponsor shall vest in the University. 1 httx://xxx.xxxxx.xx.xx.xx/xxx/dmp/documentation/labnotebooks/ retrieved 11/10/ 3.3 Subject to clause 11.7 additional funding may be provided by the Sponsor to fund work undertaken by commercial third party organisations for the furtherance of the Project. No commercial third party organisation may be appointed to assist with the performance of the Project without the approval of the RMT, as defined in Schedule 2, to both the organisation and the terms of engagement of the organisation. Notwithstanding the approval of the RMT, no party may enter into any such contract unless it is consistent with the terms of this Agreement (in particular, clauses 5 and 6) and imposes consistent obligations on the commercial third party organisation. For the avoidance of doubt, Intellectual Property created, generated, developed or first reduced to practice by or on behalf of any such commercial third party organisation in respect of the Project shall be Arising Intellectual Property for the purposes of this Agreement.
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FUNDING BY THE SPONSOR. 3.1 The Sponsor agrees to make payments to the University on the dates and in the amounts as set out in the Second Schedule to this Agreement. 3.2 Except as otherwise provided by agreement in writing, as between the Sponsor and the University the full and unencumbered title to all equipment purchased or constructed using funds provided by the Sponsor shall vest in the University. The University shall acknowledge the financial contribution by the Sponsor towards any such equipment in such reasonable way as may be mutually agreed between the Sponsor and the University. 3.3 In the event that the Sponsor does not make any of the payments set out in the Second Schedule, the University shall be entitled to terminate this agreement forthwith upon written notice and to withdraw the Studentship. 3.4 The Sponsor will not enter into any financial arrangements with the Student additional to those contained in this Agreement without the prior written consent of the University.
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FUNDING BY THE SPONSOR. 2.1 The Sponsor will make payments to the University towards the cost of the Project on the dates and in the amounts set out in the Second Schedule to this Agreement. The figures in the Second Schedule incorporate the University's best estimates of the following items details of which are attached to this Agreement as the Third Schedule: 2.1.1 wages, salaries and superannuation payments attributable to the Project (making allowance for nationally agreed pay awards); and 2.1.2 national insurance contributions and sales, excise and other taxes (excluding income taxes), which are attributable to the Project and imposed on the University (directly or indirectly) by national or local authorities. If the actual cost of the above items exceeds the University's estimates within reasonable costs, the Sponsor will reimburse the excess to the University within thirty (30) days after receipt of invoice. 2.2 If expenditure is itemized in the Second Schedule by reference to stated categories, the University may vire between those categories in response to changes in the research needs of the Project; provided that the amounts due from the Sponsor are not increased as a result. 2.3 Except as otherwise provided by agreement in writing, as between the Sponsor and the University the full and unencumbered title to all equipment purchased or constructed using funds provided by the Sponsor shall vest in the University.
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Related to FUNDING BY THE SPONSOR

  • Advance of Funds by the Seller After origination, no advance of funds has been made by the Seller to the related Mortgagor other than in accordance with the Loan Documents, and, to the Seller’s knowledge, no funds have been received from any person other than the related Mortgagor or an affiliate for, or on account of, payments due on the Mortgage Loan (other than as contemplated by the Loan Documents, such as, by way of example and not in limitation of the foregoing, amounts paid by the tenant(s) into a Mortgagee-controlled lockbox if required or contemplated under the related lease or Loan Documents). Neither the Seller nor any affiliate thereof has any obligation to make any capital contribution to any Mortgagor under a Mortgage Loan, other than contributions made on or prior to the date hereof.

  • Advances by the Servicer If, on any Determination Date, the Servicer determines that any Monthly Payments due on the immediately preceding Due Date have not been received, the Servicer shall, unless it determines in its sole discretion that such amounts will not be recoverable from Late Collections, Liquidation Proceeds or otherwise, make an Advance on or before the related Distribution Date in an amount equal to the amount of such delinquent Monthly Payments, after adjustment of any delinquent interest payment for the Servicing Fee. For purposes of this Section 6.03, the delinquent Monthly Payments referred to in the preceding sentence shall be deemed to include an amount equal to the Monthly Payments that would have been due on Mortgage Loans which have been foreclosed or otherwise terminated and in connection with which the Servicer acquired and continues to own the Mortgaged Properties on behalf of the Certificateholders. If the Servicer makes an Advance, it shall on or prior to such Distribution Date either (i) deposit in the Collection Account an amount equal to such Advance, (ii) cause to be made an appropriate entry in the records of the Collection Account that funds in such account being held for future distribution or withdrawal have been, as permitted by this Section 6.03, used by the Servicer to make such Advance or (iii) make Advances in the form of any combination of clauses (i) and (ii) aggregating the amount of such Advance. Any funds being held in the Collection Account for future distribution to Certificateholders and so used pursuant to clause (ii) or (iii) above shall be replaced by the Servicer from its own funds by deposit into the Collection Account on or before any subsequent Distribution Date to the extent that funds in the Collection Account on such Distribution Date shall be less than the amount of payments required to be made to Certificateholders on such Distribution Date. Any such Advance shall be included with the distribution to the Certificateholders on the related Distribution Date. If the Servicer determines not to make a Nonrecoverable Advance, it shall on the related Determination Date furnish to the Trustee, any co-trustee, and each Rating Agency notice of such determination. The Servicer shall be entitled to be reimbursed from the Collection Account for all Advances and Nonrecoverable Advances as provided in Section 5.09.

  • Assignment by the Seller or the Servicer Notwithstanding anything to the contrary contained herein, except as provided in Sections 6.04 and 7.03 of this Agreement and as provided in the provisions of this Agreement concerning the resignation or termination of the Servicer, this Agreement may not be assigned by the Seller or the Servicer.

  • Assignment by the Depositor or the Servicer Notwithstanding anything to the contrary contained herein, except as provided in Sections 6.04 and 7.03 herein and as provided in the provisions of this Agreement concerning the resignation of the Servicer, this Agreement may not be assigned by the Depositor or the Servicer.

  • Actions by the Sellers Upon termination of the Agreement (or any portion thereof) in accordance with this Article II, with respect to any Serviced Appointment subject to such termination, the Sellers may (A) terminate, or consent to the termination of, any Serviced Corporate Trust Contract relating to such Serviced Appointment, (B) sell, transfer, assign, or otherwise dispose of any such Serviced Appointment, or resign (or consent to removal) from any such Serviced Appointment, or (C) agree to do any of the foregoing.

  • DISTRIBUTIONS AND ADVANCES BY THE SERVICER Section 4.01 Advances..................................................... Section 4.02

  • Assignment by the Seller The Seller shall assign (exclusive of the Seller’s rights arising under Section 8.02(iii) and 8.03), its interest under this Agreement to the Depositor, which in turn shall assign such rights to the Trustee, and the Trustee then shall succeed to all rights of the Seller under this Agreement.

  • By the Seller Subject to Section 7.1(E) hereof, the Seller shall indemnify, save, defend and hold harmless the Parent and Buyer and their respective shareholders, directors, officers, partners, agents and employees (collectively, the "Buyer Indemnified Parties") from and against any and all costs, lawsuits, losses, liabilities, deficiencies, claims and expenses, including interest, penalties, attorneys' fees and all amounts paid in investigation, defense or settlement of any of the foregoing (collectively referred to herein as "Damages"), (i) incurred in connection with or arising out of or resulting from or incident to any breach of any covenant, breach of warranty as of the Effective Date, or the inaccuracy of any representation as of the Effective Date, made by the Seller in or pursuant to this Agreement or the Ancillary Agreements, or any other agreement contemplated hereby or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by the Seller under this Agreement, (ii) based upon, arising out of, or otherwise in respect of any liability or obligation of the Business or relating to the Assets (a) relating to any period prior to the Effective Date, other than those Damages based upon or arising out of the Assumed Liabilities, or (b) arising out of facts or circumstances existing prior to the Effective Date, other than those Damages based upon or arising out of the Assumed Liabilities; provided however, that the Seller shall not be liable for any such Damages to the extent, if any, such Damages result from or arise out of a breach or violation of this Agreement by any Buyer Indemnified Parties, and (iii) any liability under the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a Material fact relating to the Seller, and provided to Parent or its counsel by the Seller, contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a Material fact relating to the Seller required to be stated therein or necessary to make the statements therein not misleading, provided however, that such indemnity shall not inure to the benefit of Parent and Buyer to the extent such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and Seller provided, in writing, corrected information to Parent and Parent's counsel for inclusion in the Final Prospectus, and such information was not included or properly delivered.

  • Indemnities by the Servicer (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand, from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or incurred by any such Indemnified Party by reason of any acts, omissions or alleged acts or omissions of the Servicer, including, but not limited to (i) any representation or warranty made by the Servicer under or in connection with any Transaction Documents to which it is a party, any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made, (ii) the failure by the Servicer to comply with any Applicable Law, (iii) the failure of the Servicer to comply with its duties or obligations in accordance with the Agreement or (iv) any litigation, proceedings or investigation against the Servicer, excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party, and (b) under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts. (b) If for any reason the indemnification provided above in this Section 9.2 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then Servicer shall contribute to the amount paid or payable to such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party on the one hand and Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations. (c) The obligations of the Servicer under this Section 9.2 shall survive the resignation or removal of the Administrative Agent or any Managing Agents and the termination of this Agreement. (d) The parties hereto agree that the provisions of this Section 9.2 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, the related Obligor, on any Transferred Loan. (e) The Servicer shall not be permitted to liquidate any of the Collateral to pay any indemnification payable by the Servicer pursuant to this Section 9.2.

  • Limitation on Resignation and Assignment by the Servicer The Seller has entered into this Agreement with the Servicer in reliance upon the independent status of the Servicer, and the representations as to the adequacy of its servicing facilities, plant, personnel, records and procedures, its integrity, reputation and financial standing, and the continuance thereof. Therefore, the Servicer shall neither assign its rights under this Agreement or the servicing hereunder nor delegate its duties hereunder or any portion thereof, or sell or otherwise dispose of all or substantially all of its property or assets without, in each case, the prior written consent of the Seller (as owner of the servicing rights relating to the Mortgage Loans) and the Master Servicer, which consent, in the case of an assignment of rights or delegation of duties, shall be granted or withheld in the discretion of the Seller and the Master Servicer, and which consent, in the case of a sale or disposition of all or substantially all of the property or assets of the Servicer, shall not be unreasonably withheld; provided, that in each case, there must be delivered to the Master Servicer and the Trustee a letter from each Rating Agency to the effect that such transfer of servicing or sale or disposition of assets will not result in a qualification, withdrawal or downgrade of the then-current rating of any of the Certificates. Notwithstanding the foregoing, the Servicer, without the consent of the Seller (as owner of the servicing rights relating to the Mortgage Loans), the Master Servicer or the Trustee, may retain third party contractors to perform certain servicing and loan administration functions, including without limitation, hazard insurance administration, tax payment and administration, flood certification and administration, collection services and similar functions; provided, that the retention of such contractors by Servicer shall not limit the obligation of the Servicer to service the Mortgage Loans pursuant to the terms and conditions of this Agreement. The Servicer shall not resign from the obligations and duties hereby imposed on it except by mutual consent of the Servicer and the Master Servicer or upon the determination that its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Servicer. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Master Servicer and the Trustee which Opinion of Counsel shall be in form and substance acceptable to the Master Servicer and the Trustee. No such resignation shall become effective until a successor shall have assumed the Servicer’s responsibilities and obligations hereunder in the manner provided in Section 9.01. Without in any way limiting the generality of this Section 7.03, in the event that the Servicer either shall assign this Agreement or the servicing responsibilities hereunder or delegate its duties hereunder or any portion thereof or sell or otherwise dispose of all or substantially all of its property or assets, without the prior written consent of the Seller, the Trustee and the Master Servicer, then the Seller, the Trustee or the Master Servicer shall have the right to terminate this Agreement upon notice given as set forth in Section 8.01, without any payment of any penalty or damages and without any liability whatsoever to the Servicer or any third party.

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