Obligation to Transfer Sample Clauses

Obligation to Transfer. 4.1 The transfer shall be obligated to pay annual fee for patent (Note: Both parties covenant that transferee shall pay the annual fee; however, this payment shall deducted from fee for using such license) 4.2 Transfer shall furnish transferee technology materials stated below within 10 business days upon execution of this agreement. 4.3 Transfer shall furnish transferee technology guidance stated below: Please refer to the attachment and the hereof patent stated.
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Obligation to Transfer. Seller’s obligation to Transfer the Assets and to take the other actions required to be taken by the Seller at the Closing, is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by the Seller, in whole or in part):
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Obligation to Transfer. The Parties must execute and deliver all necessary documents and give all necessary instructions to ensure that all right, title and interest in: (a) any Borrowed Shares borrowed in accordance with clause 2; and (b) any Equivalent Borrowed Shares re delivered in accordance with clause 3, passes from one Party to the other, on delivery or re delivery of the same in accordance with this deed, free from all liens, charges, equities and encumbrances.
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Obligation to Transfer. Seller’s obligation to Transfer the Acquired Assets and to take the other actions required to be taken by the Seller at the Closing, is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by the Seller, in whole or in part) (a) Each of the Purchaser’s representations and warranties in this Agreement must have been true and correct as of the date of this Agreement, and must have been true and correct as of the Closing Date as if made on the Closing Date; (b) The Purchaser shall pay the Purchase Price described in Section 1.3.(a), Article I; (c) The Purchaser must have requested the Creditor to answer whether he/she will consent or not to the assumption of indebtedness described in Section 1.3.(b), Article I; (d) The Purchaser must have sufficient funds (or access to sufficient funds) available to it to manage Acquired Assets.
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Obligation to Transfer. Each Remaining Shareholder shall be obligated to: (i) sell, transfer and deliver or cause to be sold, transferred and delivered to the Proposed Transferee all of the Remaining Shareholder's Polyair Shares on the same terms applicable to the Requesting Shareholder, subject to receipt of the Offer Price in cash; (ii) execute and deliver such stock powers or other instruments of conveyance and assignment to transfer ownership and title to its Polyair Shares to the Proposed Transferee; and (iii) take such other action, including voting by such Shareholder in favor of any Proposed Transaction and executing any purchase agreements, voting or proxy agreements, merger or amalgamation approvals, indemnity agreements, escrow agreements or related documents, as the Requesting Shareholder or Proposed Transferee may reasonably require in order to effect the Proposed Transaction.
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Obligation to Transfer. Notwithstanding anything herein to the contrary, at the expiration of the Term of this Agreement, then: (i) to the extent that the Term has ended as a result of the natural conclusion of the full duration of the Term (as may be extended pursuant to Section 12.1), SSS shall have the right to require that Contractor transfer, without charge, the Handover Assets to SSS; (ii) to the extent that the Term has ended early as a result of a termination by SSS following Contractor’s default under Section 11.2, SSS shall have the right (but not the obligation) to require that Contractor transfer the Handover Assets to SSS for the price indicated in Exhibit J (the “Buy Out Price”) and Contractor shall undertake such transfer; (iii) to the extent that the Term has ended early as a result of a termination by Contractor following SSS’s default under Section 11.1, Contractor shall have the right (but not the obligation) to require that SSS acquire the Handover Assets for the Buy Out Price and Contractor shall undertake such transfer; (iv) to the extent that the Term has ended early as a result of a termination by Contractor under Section 4.1(b) following SSS’s failure to obtain the SSS Permits by the dates specified in Exhibit L, Contractor shall have the right (but not the obligation) to require that SSS acquire the Handover Assets for the Buy Out Price and Contractor shall undertake such transfer; (v) to the extent that the Term has ended early as a result of a termination by SSS under Section 11.4(c) following Contractor’s extended force majeure, SSS shall have the right (but not the obligation) to require that Contractor transfer the Handover Assets to SSS for the Buy Out Price and Contractor shall undertake such transfer; (vi) to the extent that the Term has ended early as a result of a termination by SSS under Section 7.2(a) following a determination of inadequate reserves on the Quarry Site, Contractor shall have the right (but not the obligation) to require that SSS acquire the Handover Assets for the Buy Out Price and Contractor shall undertake such transfer; (vii) to the extent that the Term has ended early as a result of a termination by SSS under Section 1.4(j) following a failure by Contractor to deliver the required acknowledgements and agreements from third party lien holders, SSS shall have the right (but not the obligation) to require that Contractor transfer the Handover Assets to SSS for the Buy Out Price and Contractor shall undertake such transfer; (v...
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Obligation to Transfer. If Miami, Seattle, or any of their respective Subsidiaries transfers, assigns, sells, or divests any of the Autonomy IP, then Seattle shall (or shall cause Miami or such Subsidiary, as applicable) ensure that the transferee, assignee, buyer, or divestee (whether or not such Person is Miami, Seattle, or any of their respective Subsidiaries) agrees in writing, on behalf of itself and each of its Affiliates who may have any right to Assert such Autonomy IP, to assume all the obligations of Section 11.1 (Covenant Not to Xxx) (including the agreement not to Assert in Section 11.1 (Covenant Not to Xxx)) and this Section 11.2 (Obligation to Transfer) with respect to such Autonomy IP for the benefit of Houston and each other member of the Houston Group. In addition to Miami’s, Seattle’s and their respective Subsidiaries’ obligations in the preceding sentence, each and every subsequent and successive transfer, assignment, sale or divestment of any of the Autonomy IP by any Person other than Miami, Seattle, or any of their respective Subsidiaries (such Person in each and every subsequent and successive transfer, assignment, sale or divestment, an “Autonomy IP Transferee”) is conditioned on the Autonomy IP Transferee obtaining the subsequent Autonomy IP Transferee’s agreement in writing, on behalf of itself and each of such subsequent Autonomy IP Transferee’s Affiliates who may have any right to Assert such Autonomy IP, to assume all the obligations of Section 11.1 (Covenant Not to Xxx) (including the agreement not to Assert in Section 11.1 (Covenant Not to Xxx)) and this Section 11.2 (Obligation to Transfer) (other than the first sentence thereof) with respect to such Autonomy IP for the benefit of Houston and each other member of the Houston Group. For the avoidance of doubt, (a) Seattle’s sole and exclusive liability, and Houston’s sole and exclusive remedy, for any breach of this Section 11.2 (Obligation to Transfer) by Miami, Seattle, or any of their respective Subsidiaries shall be one, or more or all of the following: (i) the right to the assert the CNTS as a defense to any claim of infringement or misappropriation Asserted by Seattle, Miami, or any of their respective Subsidiaries, (ii) the exercise of Section 11.3 (Indemnification), to the extent applicable, and (iii) the exercise of Section 11.4 (Springing License), to the extent applicable and (b) none of Miami, Seattle, or any of their respective Subsidiaries shall be responsible or liable for any act or ...
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Obligation to Transfer. In the event that Xx. Xxxxxx and Xxx. Xxxxxx fail to comply with their obligations to Transfer their Shares or their Preferred Shares, in accordance with this Section 3, Paradigm or any person designated by it shall be entitled to execute on behalf of Xx. Xxxxxx and Xxx. Xxxxxx the deed of issuance of Paradigm shares and any other necessary or appropriate document and instrument for the purposes of the issue and delivery of the Convertible Subordinated Debentures under an irrevocable power of attorney attached to this Agreement in Exhibit C. The Parties hereby expressly and irrevocably agree that the notification to EDS of the copy of the Call Notice together with the deed of issuance of the Paradigm shares and any other necessary or appropriate document and instrument relating to the issue and delivery of the Convertible Subordinated Debentures, executed on behalf of Mr. and Xxx. Xxxxxx as indicated above shall be deemed to constitute a duly completed and signed share transfer form (ordre de mouvement) for the purpose of the Transfer of such Shares or Preferred Shares to Paradigm, and EDS shall be obliged to record immediately in its share transfer register (registre des mouvements de titres) and the shareholder's accounts of Xx. Xxxxxx and Xxx. Xxxxxx the Transfer of the Shares or Preferred Shares they owned to Paradigm.
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Obligation to Transfer. (a) Each Buyer is bound to purchase the Sale Securities that the Buyer has agreed to purchase. (b) The Intending Seller is bound to transfer the Sale Securities to each Buyer upon payment of the Sale Price, subject to deduction and payment to the Company of any amount to which the Company is entitled under any lien on the Sale Securities.
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Related to Obligation to Transfer

  • Failure to Transfer Seller fails to transfer the Purchased Mortgage Loans to Buyer on the applicable Purchase Date (provided Buyer has tendered the related Purchase Price).

  • Right to Transfer The Purchaser shall have the right to sell or otherwise transfer the Subject Shares at any time in its sole discretion, subject to the transfer restrictions contained in Section 2.02 of the Purchase Agreement. Upon the transfer of the Subject Shares by the Purchaser to any third party (other than a transfer to an Affiliate of the Purchaser in which case such Subject Shares shall remain subject to this Agreement) such Subject Shares shall no longer be subject to this Agreement; provided, however, in connection with an Excluded Transfer: (a) of the type specified in clause (1) of the definition of Excluded Transfer, the Subject Shares shall remain subject to this Agreement until such time as the Fund, upon the request of the Purchaser, enters into a voting arrangement satisfying Section 12(d)(1)(E)(iii) of the 1940 Act; (b) of the type specified in clauses (3) or (4) of the definition of Excluded Transfer, to the extent the Purchaser retains the right to vote or direct voting in connection with such transactions, the Subject Shares shall remain subject to this Agreement until such time as there is a default by the Purchaser under such repurchase transaction or collateral pledge arrangement; and (c) of the type specified in clauses (3) or (4) of the definition of Excluded Transfer, to the extent the Purchaser does not retain the right to vote or direct voting of such Subject Shares in such transactions, such transactions do not permit the removal of the Subject Shares’ rights transferred to the Voting Trust pursuant to this Agreement within the first 60 days of closing of such transferee becoming the Beneficial Owner of such Subject Shares unless there is a default by the Purchaser under such repurchase transaction or collateral pledge arrangement.

  • Xxxxxx’s Right to Transfer If all of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section 5, then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price, provided that such sale or other transfer is consummated within one hundred and twenty (120) days after the date of the Notice, that any such sale or other transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee agrees in writing that the provisions of this Section 5 shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

  • Holder’s Right to Transfer If all of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section, then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price, provided that such sale or other transfer is consummated within 120 days after the date of the Notice, that any such sale or other transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee agrees in writing that the provisions of this Section shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

  • Refusal to Transfer The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.

  • Consent to Transfer (1) If the Land sold is leasehold, this contract is subject to any necessary consent to the transfer of the lease to the Buyer being obtained by the Settlement Date. (2) The Seller must apply for the consent required as soon as possible. (3) The Buyer must do everything reasonably required to help obtain this consent.

  • Obligation to Issue The City has no obligation to issue any Approved Service Orders under this Master Agreement. The City may issue any number of Approved Service Orders provided that the sum of the maximum compensation of all Approved Service Orders cannot exceed the Maximum Total Compensation (defined in Subsection 10.1 below).

  • Conditions to Transfer Prior to any such proposed transfer, and as a condition thereto, if such transfer is not made pursuant to an effective registration statement under the Securities Act, the Holder will, if requested by the Company, deliver to the Company (i) an investment covenant signed by the proposed transferee, (ii) an agreement by such transferee to the impression of the restrictive investment legend set forth herein on the certificate or certificates representing the securities acquired by such transferee, (iii) an agreement by such transferee that the Company may place a "stop transfer order" with its transfer agent or registrar, and (iv) an agreement by the transferee to indemnify the Company to the same extent as set forth in the next succeeding paragraph.

  • OBLIGATION TO NEGOTIATE 50.01 The Employer and the Union acknowledge that during negotiations which preceded this Agreement, each had the unlimited right and opportunity to make demands and proposals with respect to any subject or matter not removed by law from the area of collective bargaining/negotiations and that the understandings and agreements arrived at by the parties after the exercise of that right and opportunity are set forth in this Agreement.

  • Obligation to Notify If the Participant makes the election permitted under Section 83(b) of the Internal Revenue Code of 1986, as amended (that is, an election to include in gross income in the year of transfer the amounts specified in Section 83(b)), the Participant shall notify the Company of such election within 10 days of filing notice of the election with the Internal Revenue Service and shall within the same 10-day period remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and other governmental tax withholding requirements related to such inclusion in Participant’s income. The Participant should consult with his or her tax advisor to determine the tax consequences of acquiring the Restricted Stock and the advantages and disadvantages of filing the Section 83(b) election. The Participant acknowledges that it is his or her sole responsibility, and not the Company’s, to file a timely election under Section 83(b), even if the Participant requests the Company or its representatives to make this filing on his or her behalf.

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