No Transfer Fees Sample Clauses

No Transfer Fees. Notwithstanding any other provision of this Agreement, the Assignment or any other document, instrument or agreement executed and delivered in connection herewith, the Parties acknowledge and agree as follows: (a) On the Execution Date Seller is not selling and Buyer is not acquiring or otherwise taking possession of any files, records, software or digital or other data of any Asset Company that is subject to any transfer fee or other payment to a third party upon consummation of any of the transactions contemplated by this Agreement (“Restricted Data”), and subject to Section 2.03(b) or Section 2.03(c), all (if any) of such Restricted Data are Excluded Assets and retained by Seller at the Execution Date. (b) For all Restricted Data, Buyer retains the right in its sole discretion to exercise its right under the applicable Contracts to pay the applicable transfer fee or other payment and obtain the right to receive and possess all or any applicable portion of the Restricted Data. If Buyer pays such transfer fee and obtains the right to receive any or all of the Restricted Data, Seller will promptly upon Buyer’s written request and upon direction to Seller from the applicable licensor deliver the applicable Requested Data to Buyer or its designee. (c) If, under any seismic or other Contracts, any items are owed to any Asset Company by a third party but remain undelivered as of the Execution Date and no transfer fees are payable on such items, Buyer retains the right to enforce such delivery obligations against the third party and to retain ownership and possession of such items after delivery.
Sample 1
AutoNDA by SimpleDocs
No Transfer Fees. No additional license fees, transfer fees or the like shall be due in respect of this Agreement or its assignment to Customer regardless: (1) whether Licensee or one of its affiliates uses or hosts the hCentive Solution, including the Software and Documentation, for purposes of the Project or the Massachusetts New XXX/IES Program; (2) whether Licensee or Customer engage a third party to use, manage, operate, maintain and/or support the hCentive Solution, including the Software or Documentation, on behalf of Licensee or Customer for purposes of the Project or the Massachusetts New XXX/IES Program; (3) of the servers on which the hCentive Solution, including the Software and Documentation, reside; (4) of the number or location of the servers used to host the hCentive Solution, including the Software; or (5) whether Customer or another Commonwealth entity or entities, as a result of a government reorganization, exercise Customer’s rights and carry the Customer’s duties and obligations under this Agreement.
Sample 1
No Transfer Fees. For the avoidance of doubt, no additional license fees or transfer fees or the like shall be due in respect of this Agreement without regard to: (a) which agency of the Commonwealth uses any Deliverables or Project Works; (b) whether Client engages a third party to use, manage, operate, maintain, and/or support the Deliverables or Project Works on behalf of Client; and (c) which computers are used to operate the Deliverables or Project Works.
Sample 1
No Transfer Fees. No additional license fees beyond the Maximum Firm Fixed Price, or transfer fees or the like, except as may be provided in a commercial license agreement related to transfers other than the initial assignment to the Commonwealth, shall be due in respect of this Agreement without regard to (a) which agency of the Commonwealth uses the Deliverables; (b) whether Client engages a third party to use the Deliverables on behalf of Client; (c) which computers are used to operate the Deliverables; and (d) the number or location of the computers used to operate the Deliverables.
Sample 1

Related to No Transfer Fees

  • Transfer Fees If the Property is subject to a private transfer fee obligation, §5.205, Property Code, requires Seller to notify Buyer as follows: The private transfer fee obligation may be governed by Chapter 5, Subchapter G of the Texas Property Code.

  • No Transfer You may not transfer your rights or obligations.

  • No Transfers Holder agrees that during the Voting Period it shall not, and shall cause its Affiliates not to, without the Purchaser’s prior written consent, (A) offer for sale, sell (including short sales), transfer, tender, pledge, encumber, assign or otherwise dispose of (including by gift) (collectively, a “Transfer”), or enter into any contract, option, derivative, hedging or other agreement or arrangement or understanding (including any profit-sharing arrangement) with respect to, or consent to, a Transfer of, any or all of the Shares; (B) grant any proxies or powers of attorney with respect to any or all of the Shares; (C) permit to exist any lien of any nature whatsoever (other than those imposed by this Agreement, applicable securities Laws or the Company’s Organizational Documents, as in effect on the date hereof) with respect to any or all of the Shares; or (D) take any action that would have the effect of preventing, impeding, interfering with or adversely affecting Holder’s ability to perform its obligations under this Agreement. The Company hereby agrees that it shall not permit any Transfer of the Shares in violation of this Agreement. Holder agrees with, and covenants to, the Purchaser that Holder shall not request that the Company register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any Shares during the term of this Agreement without the prior written consent of the Purchaser, and the Company hereby agrees that it shall not effect any such Transfer.

  • No Transfer Taxes or Other Fees There are no transfer taxes or other similar fees or charges under Federal law or the laws of any state, or any political subdivision thereof, required to be paid in connection with the execution and delivery of this Agreement or the issuance and sale by the Company of the shares.

  • No Transfer Taxes There are no transfer taxes or other similar fees or charges under federal law or the laws of any state, or any political subdivision thereof, required to be paid in connection with the execution and delivery of this Agreement or the issuance by the Company or sale by the Company of the Shares.

  • Transfer Fee There must be paid to the Company, in relation to the registration of any transfer, the amount, if any, determined by the directors.

  • No Transfer of Shares Each of the Selling Shareholders, directly or indirectly, has not entered into any commitment, transaction or other arrangement, including any prepaid forward contract, 10b5-1 plan or similar agreement, which transfers or may transfer any of the legal or beneficial ownership or any of the economic consequences of ownership of the Selling Shareholder Shares to be sold by such Selling Shareholder hereunder, except as has been previously disclosed in writing to the Underwriter.

  • No Transferred Claims Executive represents and warrants to the Company that he has not heretofore assigned or transferred to any person not a party to this Agreement any released matter or any part or portion thereof.

  • No Transfer of Servicing With respect to the retention of the Company to service the Mortgage Loans hereunder, the Company acknowledges that the Purchaser has acted in reliance upon the Company's independent status, the adequacy of its servicing facilities, plan, personnel, records and procedures, its integrity, reputation and financial standing and the continuance thereof. Without in any way limiting the generality of this Section, the Company shall not either assign this Agreement or the servicing hereunder or delegate its rights or 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 approval of the Purchaser, which consent shall be granted or withheld in the Purchaser's sole discretion. Without in any way limiting the generality of this Section 8.05, in the event that the Company either shall assign this Agreement or the servicing responsibilities hereunder or delegate its duties hereunder or any portion thereof without (i) satisfying the requirements set forth herein or (ii) the prior written consent of the Purchaser, then the Purchaser shall have the right to terminate this Agreement, without any payment of any penalty or damages and without any liability whatsoever to the Company (other than with respect to accrued but unpaid Servicing Fees and Servicing Advances remaining unpaid) or any third party.

  • No Transfer or Assignment No rights under this Award shall be assignable or transferable by the Grantee, except to the extent expressly permitted by the Plan.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!