Material Transfer Provisions Sample Clauses

Material Transfer Provisions. Where the Protocol requires the Participating Organisation to supply Material to the Sponsor this Appendix 4 shall apply. In accordance with the Protocol, the Participating Organisation shall send Material to the Sponsor or, in accordance with Section 7 below, to a third party nominated by the Sponsor; The Participating Organisation warrants that all Material has been collected with appropriate informed consent and has been collected and handled in accordance with applicable law (including, without limitation, the Human Tissue Act 2004) and as required by the Protocol; Subject to Section 2 above, the Material is supplied without any warranty, expressed or implied, including as to its properties, merchantable quality, fitness for any particular purpose, or freedom from infection; The Sponsor shall ensure, or procure through an agreement with the Sponsor’s nominee as stated in item 1 above, that: the Material is used in accordance with the consent of the Non-Interventional Study Subject and the approval of all Regulatory Authorities for the Non-Interventional Study and the Protocol; the Material is handled and stored in accordance with applicable law; the Material shall not be redistributed or released to any person other than in accordance with the Protocol or for the purpose of undertaking other research approved by an appropriate ethics committee and in accordance with the Non-Interventional Study Subject’s consent. The Parties shall comply with all relevant laws, regulations and codes of practice governing the Non-Interventional Study and the use of human biological material; The Participating Organisation and the Sponsor shall each be responsible for keeping a record of the Material that has been transferred according to this Appendix 4; To the extent permitted by law, the Participating Organisation and its Personnel shall not be liable for any consequences of the supply to or the use by the Sponsor of the Material, or of the supply to or the use by any third party to whom the Sponsor subsequently provides the Material, or the Sponsor’s nominee as stated in Section 1 above, save to the extent that any liability that arises is a result of the negligence, wrongful acts or omissions or breach of statutory duty of the Participating Organisation or its Personnel, or their failure to comply with the terms of this Agreement; The Sponsor undertakes that, in the event that Material is provided to a third party in accordance with Section 1 above, it shall require...
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Material Transfer Provisions. [DELETE IF NOT APPLICABLE]
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Material Transfer Provisions. Where the Clinical Investigation Plan requires the Trial Site to supply Material to the Sponsor or CRO this Appendix 6 shall apply. In accordance with the Clinical Investigation Plan, the Trial Site shall send Material to the Sponsor, CRO or, in accordance with Section 7 below, to a third party nominated by the Sponsor or CRO. The Trial Site warrants that all Material has been collected with appropriate informed consent and has been collected and handled in accordance with applicable law (including, without limitation, the Human Tissue Act 2004) and as required by the Clinical Investigation Plan. Subject to Section 2 above, the Material is supplied without any warranty, expressed or implied, including as to its properties, merchantable quality, fitness for any particular purpose, or freedom from infection. The Sponsor or CRO shall ensure, or procure through an agreement with the nominee of the Sponsor or CRO as stated in Section 1 above, that: the Material is used in accordance with the consent of the Clinical Investigation Participant and the approval of all Regulatory Authorities for the Clinical Investigation and the Clinical Investigation Plan; the Material is handled and stored in accordance with applicable law; the Material shall not be redistributed or released to any person other than in accordance with the Clinical Investigation Plan or for the purpose of undertaking other research approved by an appropriate ethics committee, where such approval is required, and in accordance with the Clinical Investigation Participant’s consent. The Parties shall comply with all relevant laws, regulations and codes of practice governing the Clinical Investigation and the use of human biological material. The Trial Site and the Sponsor or CRO shall each be responsible for keeping a record of the Material that has been transferred according to this Appendix 6. To the extent permitted by law, the Trial Site and its Personnel shall not be liable for any consequences of the supply to or the use by the Sponsor or CRO of the Material, or of the supply to or the use by any third party to whom the Sponsor or CRO subsequently provides the Material, or the nominee of the Sponsor or CRO as stated in Section 1 above, save to the extent that any liability that arises is a result of the negligence, wrongful acts or omissions or breach of statutory duty of the Trial Site or its Personnel, or their failure to comply with the terms of this Agreement. The Sponsor and / or CRO under...
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Material Transfer Provisions. The following provisions shall apply in respect of any Transfer of Material from the Provider to the Recipient:
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Material Transfer Provisions. Where the Protocol requires the Trust to supply Material to the Sponsor / Affiliate, this Appendix 6 shall apply. In accordance with the Protocol, the Trust shall send Material to the Sponsor / Affiliate or, in accordance with provision 8 below, to a third party nominated by the Sponsor / Affiliate. The Trust warrants that all Material has been collected with appropriate informed consent and has been collected and handled in accordance with applicable law (including, without limitation, the Human Tissue Xxx 0000 or the Human Tissue Act (Scotland) Act 2006 (as the case may be) and as required by the Protocol. Subject to provision 3 above, the Materials are supplied without any warranty, expressed or implied, including as to their properties, merchantable quality, fitness for any particular purpose, or freedom from infection. The Sponsor / Affiliate shall ensure, or procure through an agreement with the Sponsor’s / Affiliate’s nominee as stated in provision 2 above that:
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Related to Material Transfer Provisions

  • Special Transfer Provisions (a) Transfers to Non-QIB Institutional Accredited Investors and Non-U.S.

  • Transfer Provisions Transfers — You may, on or before the Annuity Date and subject to the requirements, limitations and restrictions described in this section, transfer all or part of the Contract Value, less any Loan Account Value, in any Investment Option among other Investment Options, while the Annuitant is living and the Contract is in force. Your transfer request must specify:

  • Restriction on Transfer, Proxies and Non-Interference Except as contemplated hereby, the Stockholder shall not (i) sell, transfer, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of, any of his or her Shares, (ii) grant any proxies, deposit any shares of capital stock of the Company into a voting trust or enter into a voting agreement with respect to any such Shares or (iii) take any action that would make any representation or warranty of the Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling the Stockholder from performing his or her obligations under this Voting Agreement. Notwithstanding the foregoing, the Stockholder shall be permitted to (i) transfer any of the Owned Shares to any member of the immediate family of the Stockholder or any trust, limited partnership or other entity the beneficial ownership of which is held by the Stockholder or such family members (each, a "Permitted Transferee"), so long as such Permitted Transferee agrees in writing, in form and substance satisfactory to the Purchaser, to be bound by the terms hereof to the same extent as the Stockholder is bound and provided further, however, that no such transfer shall relieve the Stockholder of his or her obligations hereunder if such Permitted Transferee does not perform such obligations, (ii) dispose of any Owned Shares in payment of the exercise price or any withholding taxes in connection with any exercise by the Stockholder of stock options outstanding on the date of this Voting Agreement to acquire shares of capital stock of the Company and (iii) transfer by gift to any charitable organization up to the number of Owned Shares indicated on Schedule A under the heading "Maximum Number of Shares that May be Transferred by Gift."

  • General Transfer Restrictions The right of any Unitholder to Transfer any Shares held by it is subject to the restrictions set forth below. (a) Each Unitholder acknowledges that the Shares have not been registered under the Securities Act and may not be Transferred except pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from registration under the Securities Act. Each Unitholder covenants that the Shares will only be disposed of pursuant to an effective registration statement under, and in compliance with the requirements of, the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act, and in compliance with any applicable state and foreign securities laws. In connection with any Transfer of the Shares other than a Transfer (i) pursuant to an effective registration statement, (ii) to the Company or (iii) pursuant to Rule 144, the Company may require the Unitholder to provide to the Company an opinion of counsel selected by the Unitholder and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such Transfer does not require registration under the Securities Act. (b) Each Unitholder agrees to the affixing, so long as is required by this Section 2.1, of the following legend on any certificate or book-entry position evidencing any of the Shares: Certificates or book-entry positions evidencing the Shares shall not be required to contain such legend or any other legend (i) following any sale of such Shares pursuant to an effective registration statement (including the Registration Statement described in Section 3.1) covering the resale of the Shares, (ii) following any sale of such Shares pursuant to Rule 144 or if the Shares are transferrable by a person who is not an Affiliate of the Company or the applicable Unitholder pursuant to Rule 144 without any volume or manner of sale restrictions thereunder, (iii) if Holder is not an Affiliate of the Company, six (6) months following the Closing, provided, however, that in the case of (i), (ii) and (iii), above, the Unitholder provides the Company with customary legal representation letters reasonably acceptable to the Company or (iv) if the Unitholder provides the Company with a legal opinion reasonably acceptable to the Company to the effect that the legend is not required under applicable requirements of the Securities Act. Whenever such restrictions shall cease and terminate as to any Shares, the Holder of such securities shall be entitled to receive from the Company upon a written request in writing, without expense, new securities of like tenor not bearing the legend set forth herein. (c) Notwithstanding anything herein to the contrary, following registration of the Shares, each Unitholder agrees not to sell any Shares issued to such Unitholder if the sales of such shares would, when combined with the sale of any other Shares by such Unitholder in any one (1) day period, exceed five percent (5%) of the average daily trading volume of the Company’s common stock on the New York Stock Exchange over the five (5) trading days immediately preceding such date of sale; provided, however, that if the aggregate number of Shares represents less than fifty percent (50%) of the average daily trading volume of the Company’s common stock on the New York Stock Exchange over the five (5) trading days preceding the Closing Date (as defined in the Purchase Agreement) (the “Average Volume”), such resale volume limitations shall not apply. If the aggregate number of Shares issued to a Unitholder represents more than the Average Volume, the Company may place such legends or stock transfer restrictions on the Shares as shall be appropriate for enforcing the provisions of this Section 2(c).

  • Limitations on Execution and Delivery Transfer Etc of Adss Suspension of Delivery Transfer Etc As a condition precedent to the execution and delivery, the registration of issuance, transfer, split-up, combination or surrender, of any ADS, the delivery of any distribution thereon, or the withdrawal of any Deposited Property, the Depositary or the Custodian may require (i) payment from the depositor of Shares or presenter of ADSs or of this ADR of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to Shares being deposited or withdrawn) and payment of any applicable fees and charges of the Depositary as provided in Section 5.9 and Exhibit B to the Deposit Agreement and in this ADR, (ii) the production of proof reasonably satisfactory to it as to the identity and genuineness of any signature or any other matter contemplated by Section 3.1 of the Deposit Agreement, and (iii) compliance with (A) any laws or governmental regulations relating to the execution and delivery of this ADR or ADSs or to the withdrawal of Deposited Securities and (B) such reasonable regulations as the Depositary and the Company may establish consistent with the provisions of this ADR, if applicable, the Deposit Agreement and applicable law. The issuance of ADSs against deposits of Shares generally or against deposits of particular Shares may be suspended, or the deposit of particular Shares may be refused, or the registration of transfer of ADSs in particular instances may be refused, or the registration of transfer of ADSs generally may be suspended, during any period when the transfer books of the Company, the Depositary, a Registrar or the Share Registrar are closed or if any such action is deemed necessary or advisable by the Depositary (whereupon the Depositary shall notify the Company in writing) or the Company, in good faith, at any time or from time to time because of any requirement of law or regulation, any government or governmental body or commission or any securities exchange on which the ADSs or Shares are listed, or under any provision of the Deposit Agreement or this ADR, if applicable, or under any provision of, or governing, the Deposited Securities, or because of a meeting of shareholders of the Company or for any other reason, subject, in all cases to paragraph (25) of this ADR and Section 7.8 of the Deposit Agreement. Notwithstanding any provision of the Deposit Agreement or this ADR to the contrary, Holders are entitled to surrender outstanding ADSs to withdraw the Deposited Securities associated therewith at any time subject only to (i) temporary delays caused by closing the transfer books of the Depositary or the Company or the deposit of Shares in connection with voting at a shareholders’ meeting or the payment of dividends, (ii) the payment of fees, taxes and similar charges, (iii) compliance with any U.S. or foreign laws or governmental regulations relating to the ADSs or to the withdrawal of the Deposited Securities, and (iv) other circumstances specifically contemplated by Instruction I.A.(l) of the General Instructions to Form F-6 (as such General Instructions may be amended from time to time).

  • Covenant to Comply with Applicable Laws Upon Repurchase of Notes In connection with any repurchase offer, the Company will, if required: (a) comply with the provisions of Rule 13e-4, Rule 14e-1 and any other tender offer rules under the Exchange Act; (b) file a Schedule TO or any other required schedule under the Exchange Act; and (c) otherwise comply with all federal and state securities laws in connection with any offer by the Company to repurchase the Notes; in each case, so as to permit the rights and obligations under this Article 15 to be exercised in the time and in the manner specified in this Article 15.

  • Provide Data in Compliance with Applicable Laws LEA shall provide Student Data for the purposes of obtaining the Services in compliance with all applicable federal, state, and local privacy laws, rules, and regulations, all as may be amended from time to time.

  • Instructions Regarding Transfer Restrictions The Holder consents to the Company making a notation on its records and giving instructions to any transfer agent in order to implement the restrictions on transfer established in this Section 5.

  • Restriction on Transfer, etc Unless it is expressly permitted in this Agreement, you will not sell, transfer, assign, mortgage, enter into a derivative transaction concerning, or otherwise deal in any way with your escrow securities or any related share certificates or other evidence of the escrow securities. If a Securityholder is a private company controlled by one or more principals (as defined in section 3.5 of the Policy) of the Issuer, the Securityholder may not participate in a transaction that results in a change of its control or a change in the economic exposure of the principals to the risks of holding escrow securities.

  • CERTIFICATION REGARDING DEBARMENT AND SUSPENSION The undersigned (authorized official signing for the contracting organization) certifies to the best of his or her knowledge and belief, that the contractor, defined as the primary participant in accordance with 45 CFR Part 76, and its principals: are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal Department or agency have not within a 3-year period preceding this contract been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; are not presently indicted or otherwise criminally or civilly charged by a governmental entity (Federal, State, or local) with commission of any of the offenses enumerated in Section 2 of this certification; and have not within a 3-year period preceding this contract had one or more public transactions (Federal, State, or local) terminated for cause or default. Should the Contractor or Subrecipient not be able to provide this certification, an explanation as to why should be placed after the assurances page in the contract. The contractor agrees by signing this contract that it will include, without modification, the clause above certification in all lower tier covered transactions (i.e., transactions with sub-grantees and/or contractors) and in all solicitations for lower tier covered transactions in accordance with 45 CFR Part 76.

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