Laboratories; No Removal Sample Clauses

Laboratories; No Removal. To the extent any Credit Party has control over, or rights to receive, any of the Physical Materials relating to any item of Product, deliver or cause to be delivered to a Laboratory or Laboratories all negative and preprint material, master tapes and all sound track materials with respect to each such item of Product and deliver to the Administrative Agent a fully executed Pledgeholder Agreement with respect to such materials. To the extent that any Credit Party has only rights of access to preprint material or master tapes and has not created duplicate materials sufficient to exploit its rights and has not stored such duplicate materials at a Laboratory that has delivered a Pledgeholder Agreement to the Administrative Agent, then the Credit Parties will deliver to the Administrative Agent a fully executed Laboratory Access Letter covering such materials. Prior to requesting any such Laboratory to deliver such negative or other preprint or sound track material or master tapes to another Laboratory, any such Credit Party shall provide the Administrative Agent with a Pledgeholder Agreement or Laboratory Access Letter, as appropriate, executed by such other Laboratory and all other parties to such Pledgeholder Agreement (including the Administrative Agent). Each Credit Party hereby agrees not to deliver or remove or cause the delivery or removal of the original negative and film or sound materials or master tapes with respect to any item of Product owned by such Credit Party or in which such Credit Party has an interest (i) to a location outside the United States or Canada or such other jurisdiction as may be approved by the Administrative Agent in its discretion or (ii) to any state or jurisdiction where UCC-1, CCQ or PPSA financing statements (or in the case of jurisdictions outside the United States and Canada, documentation similar in purpose and effect satisfactory to the Administrative Agent) have not been filed against such Credit Party. (a) During production of any item of Product produced by any Credit Party, such Credit Party shall promptly deliver the daily rushes for such item of Product to the appropriate Laboratory. (b) With respect to items of Product Completed after the Closing Date, on at least a quarterly basis, deliver to the Administrative Agent and the Laboratories which are signatories to Pledgeholder Agreements a revised schedule of Product on deposit with such Laboratories.
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Laboratories; No Removal. (a) To the extent any Credit Party has control over or rights to receive any of the Physical Materials relating to any item of Product, deliver or cause to be delivered to a Laboratory or Laboratories all negative and preprint material, master tapes and all sound track materials with respect to each such item of Product and deliver to the Lender a fully executed Pledgeholder Agreement with respect to such materials. To the extent that any Credit Party has only rights of access to preprint material or master tapes then the Credit Parties will deliver to the Lender a fully executed Laboratory Access Letter covering such materials. Prior to requesting any such Laboratory to deliver such negative or other preprint or sound track material or master tapes to another laboratory, any such Credit Party shall provide the Lender with a Pledgeholder Agreement or Laboratory Access Letter, as appropriate, executed by such other laboratory and all other parties to such Pledgeholder Agreement (including the Lender). Each Credit Party hereby agrees not to remove or cause the removal of the original negative and film or sound materials with respect to any item of Product owned by such Credit Party or in which such Credit Party has an interest (i) to a location outside the United States or (ii) to any state or jurisdiction where UCC-1 financing statements (or in the case of jurisdictions outside the United States, documentation similar in purpose and effect satisfactory to the Lender) have not been filed against such Credit Party holding any rights to such item of Product. (b) During production of any item of Product produced by any Credit Party, such Credit Party shall promptly deliver the daily rushes for such item of Product to the appropriate Laboratory. (c) With respect to items of Product completed after the Closing Date, as soon as practicable after completion, deliver to the Lender and the Laboratories which are signatories to Pledgeholder Agreements a revised schedule of Product on deposit with such Laboratories.
Sample 1Sample 2See All (4)
Laboratories; No Removal. With respect to each Item of Product Completed from and after the Closing Date, deliver a Pledgeholder Agreement promptly upon the delivery of the related Physical Materials to a Laboratory (or, if applicable, a revised schedule of Completed Items of Product with respect to an existing Pledgeholder Agreement). Prior to any Credit Party requesting any such Laboratory to deliver any first generation negative or other first generation preprint or first generation sound track material or first generation master tapes with respect to a Completed Item of Product to another Laboratory, such Credit Party shall provide the Administrative Agent with a Pledgeholder Agreement, executed by such other Laboratory and all other parties to such Pledgeholder Agreement (including the Administrative Agent). Each Credit Party hereby agrees not to deliver or remove or cause the delivery or removal of the first generation negative and film or first generation sound materials or first generation master tapes with respect to any Completed Item of Product owned by any Credit Party or in which any Credit Party has an interest to a location outside the United States of America, Canada or the United Kingdom; provided that the Completed Items of Product may only be stored in Canada or the United Kingdom if and for so long as such jurisdiction permits the perfection of the Administrative Agent’s security interest in such Item of Product by filing notice of such security interest with a governmental recording body.
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Laboratories; No Removal. To the extent the Borrower has control over ------------------------ or rights to receive any of the physical elements of any Product, deliver or cause to be delivered to a laboratory or laboratories all negative and preprint material and all soundtrack material with respect thereto and prior to requesting any such laboratory to deliver such negative or other preprint or soundtrack material to another laboratory, the Borrower shall to the extent necessary in the sole discretion of the Bank provide the bank with a Laboratory Pledgeholder Agreement (and/or if applicable, Laboratory Authorization Letter) executed by the Borrower and such other laboratory. The Borrower hereby agrees that without the prior written consent of the Bank, the Borrower shall not remove or cause the removal of any negative or preprint film material or sound materials with respect to any Product (i) to a location outside the United States or (ii) to any State where UCC-1 financing statements have not been filed against the Borrower for the benefit of the Bank describing the Collateral.
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Laboratories; No Removal. (a) Deliver or cause to ------------------------ be delivered to a Laboratory or Laboratories all negative and preprint material, master tapes and all sound track materials with respect to each Declared Qualifying Picture owned by it or to which it has access and deliver to the Administrative Agent a fully executed Pledgeholder Agreement with respect to such materials. Prior to requesting any such Laboratory to deliver such negative or other preprint or sound track material or master tapes to another laboratory, the Borrower shall provide the Administrative Agent with a Pledgeholder Agreement, executed by such other laboratory and all other parties to such Pledgeholder Agreement. The Borrower hereby agrees not to remove or cause the removal of the original negative and film or sound materials with respect to any Declared Qualifying Picture owned by the Borrower or in which the Borrower has an interest (i) to a location outside the United States or (ii) to any state or jurisdiction where UCC-1 financing statements (or in the case of jurisdictions outside the United States, documentation similar in purpose and effect satisfactory to the Administrative Agent) have not been filed against the Borrower.
Sample 1
Laboratories; No Removal. (a) To the extent any Debtor has control over or rights to receive any of the physical elements of any item of Product, deliver or cause to be delivered to a laboratory or laboratories located within the United States all negative and preprint material, master tapes and all sound track materials with respect to each such item of Product and deliver to the Agent a fully executed Pledgeholder Agreement with respect to such materials. To the extent that any Debtor has only rights of access to preprint material or master tapes then the Debtors will deliver to the Agent a fully executed Laboratory Access Letter covering such materials. Prior to requesting any such laboratory to deliver such negative or other preprint or sound track material or master tapes to another laboratory, any such Debtor shall provide the Agent with a Pledgeholder Agreement or Laboratory Access Letter, as appropriate, executed by such other laboratory. (b) During production of any item of Product produced by any Debtor, such Debtor shall promptly deliver the daily rushes for such item of Product to the appropriate laboratory. (c) With respect to all items of Product completed after the date hereof, as soon as practicable after completion, deliver to the Agent and the laboratories which are signatories to Pledgeholder Agreements a revised schedule of Product on deposit with such laboratories.
Sample 1
Laboratories; No Removal. (a) To the extent any Credit Party has control over, or rights to receive any of the physical elements of, any item of Product, deliver or cause to be delivered to a Laboratory or Laboratories all negative and preprint material and all sound track materials with respect to each such item of Product; notwithstanding the foregoing, with respect to items of Product in existence on the Closing Date that are (1) not related to -98- 106 Eligible Receivables, (2) not included in the calculation of the Library Credit and (3) not material in the aggregate to the Credit Parties, each Credit Party shall use reasonable commercial efforts to cause the materials relating to such items of Product to be delivered to a Laboratory. Prior to requesting any such Laboratory to deliver such negative or other preprint or sound track material to another Laboratory, such Credit Party shall provide the Agent with a Laboratory Access Letter or a Pledgeholder Agreement executed by such other Laboratory and all the other parties to such Pledgeholder Agreement (other than the Agent). Each Credit Party hereby agrees not to remove or cause the removal of the original negative and film or sound materials with respect to any item of Product owned by such Credit Party or in which such Credit Party has an interest (i) to a location outside the United States, other than the United Kingdom or Canada or (ii) to any state where UCC-1 financing statements (or in the case of jurisdictions outside the United States, documents similar in purpose and effect) have not been filed against such Credit Party holding any rights to such item of Product. (b) During production of any item of Product produced by a Credit Party, promptly deliver the exposed negative for such item of Product to the appropriate Laboratory on a daily basis.
Sample 1
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Laboratories; No Removal. To the extent any Borrower has control over or rights to receive any of the physical elements of any Product, deliver or cause to be delivered to a laboratory or laboratories all negative and preprint material and all soundtrack material with respect thereto and prior to requesting any such laboratory to deliver such negative or other preprint or soundtrack material to another laboratory, the Borrowers shall provide the Bank with a Laboratory Pledgeholder Agreement (and/or if applicable, Laboratory Authorization Letter) executed by the Borrowers and such other laboratory. The Borrowers hereby agree that without the prior written consent of the Bank, the Borrowers shall not remove or cause the removal of any negative or preprint film material or sound materials with respect to any Product (i) to a location outside the United States or (ii) to any State where UCC-1 financing statements have not been filed against the Borrowers for the benefit of the Bank describing the Collateral.
Sample 1
Laboratories; No Removal. (a) To the extent any Credit Party has control over or rights to receive any of the Physical Materials relating to any item of Product, deliver or cause to be delivered to a Laboratory or Laboratories all negative and preprint material, master tapes and all sound track materials with respect to each such item of Product and deliver to the Administrative Agent a fully executed Pledgeholder Agreement with respect to such materials. To the extent that any Credit Party has only rights of access to preprint material or master tapes and has not created duplicate materials sufficient to exploit its rights and has not stored such materials at a Laboratory that has delivered a Pledgeholder Agreement or Laboratory Access Letter to the Administrative Agent, then the Credit Party will deliver to the Administrative Agent a fully executed Laboratory Access Letter covering such
Sample 1

Related to Laboratories; No Removal

  • Snow Removal Only the right of way will be plowed in the parking lots. Licensee is responsible for removing snow around his/her own vehicle (without causing damage or inconvenience to any other vehicles lawfully on the Premises).

  • OIG Removal of IRO In the event OIG has reason to believe the IRO does not possess the qualifications described in Paragraph B, is not independent and objective as set forth in Paragraph E, or has failed to carry out its responsibilities as described in Paragraph C, OIG shall notify Provider in writing regarding OIG’s basis for determining that the IRO has not met the requirements of this Appendix. Provider shall have 30 days from the date of OIG’s written notice to provide information regarding the IRO’s qualifications, independence or performance of its responsibilities in order to resolve the concerns identified by OIG. If, following OIG’s review of any information provided by Provider regarding the IRO, OIG determines that the IRO has not met the requirements of this Appendix, OIG shall notify Provider in writing that Provider shall be required to engage a new IRO in accordance with Paragraph A of this Appendix. Provider must engage a new IRO within 60 days of its receipt of OIG’s written notice. The final determination as to whether or not to require Provider to engage a new IRO shall be made at the sole discretion of OIG.

  • Appointment and Removal of Directors The Directors shall be appointed and may be removed as follows: 4.2.1 The governing body of each Party shall appoint and designate in writing one regular Director who shall be authorized to act for and on behalf of the Party on matters within the powers of the Authority. The governing body of each Party also shall appoint and designate in writing one alternate Director who may vote on matters when the regular Director is absent from a Board meeting. The person appointed and designated as the Director or the alternate Director shall be a member of the governing body of the Party. 4.2.2 The Operating Rules and Regulations, to be developed and approved by the Board in accordance with Section 2.5.11, shall specify the reasons for and process associated with the removal of an individual Director for cause. Notwithstanding the foregoing, no Party shall be deprived of its right to seat a Director on the Board and any such Party for which its Director and/or alternate Director has been removed may appoint a replacement.

  • Trash Removal The Licensee shall remove trash from the Cafeteria anytime that waste canisters are full or not less than once after every meal; whichever is greater. Any alteration to this provision must be directed in writing by the Licensing Officer.

  • Provision and Removal of Equipment B2.1 The Contractor shall provide all the Equipment necessary for the supply of the Services.

  • Withdrawal or Removal and Replacement of Administrator The Administrator may withdraw for any reason upon notice to the Initial Member, provided that such withdrawal shall be effective only following a Sale of the Artwork and distribution of the proceeds. The Administrator may be removed and replaced at any time for any reason with or without approval of the Board upon the affirmative vote of Voting Members holdings at least two-thirds of the Voting Shares. In the event of any such withdrawal or removal and replacement of the Administrator, any unvested ASA Shares shall be forfeited as of the effective date of such withdrawal or removal and such ASA Shares shall no longer be deemed to be issued and outstanding for any purposes of this Agreement.

  • Resignation or Removal of Custodian The Custodian may resign at any time upon thirty (30) days notice in writing to the Investment Company. Upon such resignation, the Investment Company shall notify the depositor, and shall appoint a successor custodian under this Agreement. The depositor or the Investment Company at any time may remove the Custodian upon 30 days written notice to that effect in a form acceptable to and filed with the custodian. Such notice must include designation of a successor custodian. The successor custodian shall satisfy the requirements of Section 408(h) of the Code. Upon receipt by the Custodian of written acceptance of such appointment by the successor custodian, the Custodian shall transfer and pay over to such successor the assets of and records relating to the custodial account. The Custodian is authorized, however, to reserve such sum of money as it may deem advisable for payment of all its fees, compensation, costs and expenses, or for payment of any other liability constituting a charge on or against the assets of the custodial account or on or against the Custodian, and where necessary may liquidate shares in the custodial account for such payments. Any balance of such reserve remaining after the payment of all such items shall be paid over to the successor custodian. The Custodian shall not be liable for the acts or omissions of any predecessor or successor custodian or trustee.

  • Termination of Agreement, Resignation, or Removal of Custodian Either party may terminate this agreement at any time by giving written notice to the other. We can resign as custodian at any time effective 30 days after we send written notice of our resignation to you. Upon receipt of that notice, you must make arrangements to transfer your IRA to another financial organization. If you do not complete a transfer of your IRA within 30 days from the date we send the notice to you, we have the right to transfer your IRA assets to a successor IRA trustee or custodian that we choose in our sole discretion, or we may pay your IRA to you in a single sum. We will not be liable for any actions or failures to act on the part of any successor trustee or custodian, nor for any tax consequences you may incur that result from the transfer or distribution of your assets pursuant to this section. If this agreement is terminated, we may charge to your IRA a reasonable amount of money that we believe is necessary to cover any associated costs, including but not limited to one or more of the following. • Any fees, expenses, or taxes chargeable against your IRA • Any penalties or surrender charges associated with the early withdrawal of any savings instrument or other investment in your IRA If we are a nonbank custodian required to comply with Regulations section 1.408-2(e) and we fail to do so or we are not keeping the records, making the returns, or sending the statements as are required by forms or regulations, the IRS may require us to substitute another trustee or custodian. We may establish a policy requiring distribution of the entire balance of your IRA to you in cash or property if the balance of your IRA drops below the minimum balance required under the applicable investment or policy established.

  • Conduct and Removal While performing the Project, Grantee Agents must comply with applicable Contract terms, State and federal rules, regulations, HHSC’s policies, and HHSC’s requests regarding personal and professional conduct; and otherwise conduct themselves in a businesslike and professional manner. If HHSC determines in good faith that a particular Grantee Agent is not conducting himself or herself in accordance with the terms of the Contract, HHSC may provide Grantee with notice and documentation regarding its concerns. Upon receipt of such notice, Xxxxxxx must promptly investigate the matter and, at HHSC’s election, take appropriate action that may include removing the Grantee Agent from performing the Project.

  • Resignation and Removal of the Depositary The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company by 120 days prior written notice of such removal, to become effective upon the later of (i) the 120th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall use its best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor; but such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Company shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Deposited Securities to such successor and shall deliver to such successor a list of the Owners of all outstanding American Depositary Shares. Any such successor depositary shall promptly mail notice of its appointment to the Owners. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

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