Local Asset Transfer Agreements Sample Clauses

Local Asset Transfer Agreements. Seller shall have executed and delivered or caused the Local Sellers to execute and deliver, all Local Asset Transfer Agreements that Seller and Purchaser have agreed to execute and deliver pursuant to Section 2.1(c) of this Agreement.
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Local Asset Transfer Agreements. (a) Without the prior consent of Buyer (not to be unreasonably withheld), the DPC Affiliates shall not permit any amendment of any of the Local Asset Transfer Agreements or any Schedules or Exhibits thereto if the effect of any such amendment (i) would materially and adversely affect Buyer or its Affiliates or, following the Closing, the DPC Business, the Transferred DPC Companies and their Subsidiaries or the Joint Ventures and their Subsidiaries, (ii) would result in any material obligation or liability to Buyer or its Affiliates, including the Transferred DPC Companies and their Subsidiaries or the Joint Ventures and their Subsidiaries, after the Closing Date to the extent not contemplated pursuant to this Agreement or (iii) would modify the Pre-Closing Restructuring Transactions as set forth on Schedule 5.17.
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Local Asset Transfer Agreements. Each applicable Purchaser Group member shall have executed and delivered a Local Asset Transfer Agreement.
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Local Asset Transfer Agreements. (a) The Sellers shall not permit any amendment of any of the Local Asset Transfer Agreements or any Schedules or Exhibits thereto without the consent of Buyer (which shall not be unreasonably withheld); PROVIDED, HOWEVER, that the entities listed on Schedule 5.29(a) shall not be required to seek the consent of Buyer to amend their Local Asset Transfer Agreement to reflect the consideration associated with such entities as reflected in Schedule 5.29(a).
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Local Asset Transfer Agreements. Reference is made to Section 2.3 of the Purchase Agreement. Notwithstanding anything to the contrary set forth in the Purchase Agreement, Agilent and Philips hereby agree that the instruments used to convey the Purchased Assets and Assumed Liabilities in France shall be in the forms agreed by the parties and not in the form attached to the Purchase Agreement as Exhibit C.
Sample 1

Related to Local Asset Transfer Agreements

  • Asset Transfer Seller shall have delivered to Buyer the following instruments of transfer and assignment in accordance with the provisions hereof, transferring to Buyer all of Seller's right, title and interest in and to the Assets, free and clear of all Liens:

  • Transfer Agreement PROVISION FOR TRANSFER AGREEMENT The undersigned (“Transferee”) hereby acknowledges that it has read and understands the Plan Support Agreement, dated as of [•], 2021 (the “Agreement”),1 by and among the Commitment Parties, including the transferor to the Transferee of any Senior Note Claims (each such transferor, a “Transferor”), and agrees to be bound by the terms and conditions thereof to the extent the Transferor was thereby bound, and shall be deemed a “Commitment Party” under the terms of the Agreement, based on the Debtor Claim that is Transferred. This Transfer Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York, without giving effect to the principles of conflict of laws that would require the application of the law of any other jurisdiction. The Transferee specifically agrees to be bound by the terms and conditions of the Agreement and makes all representations and warranties contained therein as of the date of the Transfer, including the agreement to be bound by the vote of the Transferor if such vote was cast before the effectiveness of the Transfer discussed herein. The Transferee intends to be and is bound under the Agreement with respect to any and all claims against, or interests in, any of the Debtors, whether currently held or hereafter acquired by such Transferee. Date Executed: ________________ TRANSFEREE Name of Institution: By: Name: Its: Telephone: Facsimile: Aggregate Amounts Beneficially Owned or Managed on Account of Senior Note Claims: 2026 Senior Notes $ Credit Agreement Claims: $ 1 Capitalized terms not used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement. DIP Claims: $ Xxxxxxx Common Stock Number of Shares: Any other Debtor Claims: Type: $ Type: $ NOTICE ADDRESS: [ ] [ ] [ ] Attention: [ ] E-mail: [ ] with a copy to: [ ] [ ] [ ] Attention: [ ] E-mail: [ ] EXHIBIT C JOINDER AGREEMENT Joinder Agreement [_________], 2021 The undersigned (“Transferee”) hereby acknowledges that it has read and understands the Plan Support Agreement, dated as of [•], 2021, a copy of which is attached hereto as Annex I (as it may be amended, supplemented, or otherwise modified from time to time, the “Agreement”),1 by and among the Commitment Parties.

  • Asset Transfers The Company shall not (i) transfer, sell, convey or otherwise dispose of any of its material assets to any subsidiary except for a cash or cash equivalent consideration and for a proper business purpose or (ii) transfer, sell, convey or otherwise dispose of any of its material assets to any Affiliate, as defined below, during the Term of this Agreement. For purposes hereof, "Affiliate" shall mean any officer of the Company, director of the Company or owner of twenty percent (20%) or more of the Common Stock or other securities of the Company.

  • 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.

  • Purchase and Sale Agreements All purchase and sale agreements now or hereafter entered into of the Real Estate, or any portion thereof, or any condominium units into which the Real Estate may be converted including, without limitation, cash, letters of credit or securities deposited thereunder to secure performance by the purchasers of their obligations thereunder (hereinafter, the “Purchase and Sale Agreements”); and

  • Sale Agreement The Sale Agreement is the only agreement pursuant to which the Seller purchases Collateral.

  • Instruments of Conveyance and Transfer As soon as practicable after the Closing, SELLER shall deliver a certificate or certificates representing the Shares of SELLER to PURCHASER sufficient to transfer all right, title and interest in the Shares to PURCHASER.

  • Securitization Transactions The Borrower will not permit the aggregate outstanding amount of Securitization Transactions to exceed $300,000,000 at any time.

  • Transfer and Servicing Agreement The Third Amended and Restated Transfer and Servicing Agreement, dated as of December 19, 2007, among the Bank, as Transferor, Servicer and Administrator, Chase Issuance Trust, as Issuing Entity, and Xxxxx Fargo Bank, National Association, as Indenture Trustee and Collateral Agent, as amended.

  • Purchase Arrangements Section 1.1 Section 1.2 Section 1.3 Section 1.4 Purchase Facility. Increases. Decreases. . Payment Requirements.

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