Product Line Transfer Sample Clauses

Product Line Transfer. A transfer pursuant to (iii) above (a “Product Line Transfer’’) must take place prior to any Company Transfer, and only two (2) Product Line Transfers will be allowed. For the sake of clarity, once a Company Transfer occurs, no more Product Line Transfers will be allowed. In the event of a Product Line Transfer, the Covered Products will be limited to the products of such product line of Seller that had been commercially released or are in development (as defined by the existence of a design or a specification) by Seller prior to the effective date of such Transfer, provided that such products in development are commercialized within thirty-six (36) months of such Product Line Transfer, and the Covered Products will not include, and in no event will the Seller License extend to, any other products, processes or services of (x) a Permitted Transferee, (y) any affiliate (other than Seller) of such purchaser or successor, or (z) any other person. Except as set forth below, the Permitted Transferee in the event of a Product Line Transfer may not transfer the Seller License (by operation of law or otherwise) and any such attempted transfer will be void. If the XcelaSAN product line of Seller is transferred, as a Product Line Transfer (such transfer, the “First XcelaSAN Transfer”), then the Permitted Transferee in such First XcelaSAN Transfer shall be allowed to transfer the Seller License with respect to such XcelaSAN product line once and only to the purchaser of all or substantially all of the assets of the XcelaSAN product line (such purchaser, the “Second XcelaSAN Transferee”). In the event of such a transfer (a “Second XcelaSAN Transfer”), the Covered Products will be limited to the products of the XcelaSAN product line of Seller that had been commercially released or were in development (as defined by the existence of a design or a specification) by Seller prior to the effective date of the First XcelaSAN Transfer, provided that such products in development are commercialized within thirty-six (36) months of the First XcelaSAN Transfer, and the Covered Products will not include, and in no event will the Seller License extend to, any other products, processes or services of (x) a Permitted Transferee or Second XcelaSAN Transferee, (y) any affiliate of such Permitted Transferee or Second XcelaSAN Transferee, or (z) any other person. The Second XcelaSAN Transferee may not transfer the Seller License (by operation of law or otherwise) and any such attempted t...
Sample 1
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Related to Product Line Transfer

  • Know-How Transfer As and when required in relation to a COVID R&D Plan (and from time to time during the Term if new Know-How within the CureVac Know-How comes to be Controlled by CureVac) or as soon as reasonably practicable upon GSK’s request, CureVac shall disclose and/or deliver to GSK copies of all Development Data and the CureVac Know-How that is reasonably required for GSK’s Development activities in accordance with the COVID R&D Plan (including for regulatory purposes) (“Development Transfer Materials”), with the exception, however, of all Know-How comprised in the CureVac Manufacturing Technology which shall be made available to GSK or its designee as set forth in Section 5.2.1. The technology transfer to be undertaken under this Section 4.7 shall be overseen by the Joint Steering Committee. Any transfer of Know-How pursuant to this Section 4.7 shall be carried out on the basis of a specific technology transfer plan determined in good faith by the Parties and reflected in a technology transfer addendum to this Agreement, detailing at least the following activities together with appropriate timelines: (i) the provision by CureVac of soft copies and, to the extent reasonably required by GSK, hard copies of all Development Transfer Materials; (ii) the procurement by CureVac of the services of such qualified and experienced scientists and technicians, production and quality assurance personnel, engineers, and quality checking personnel as may be reasonably necessary to support the transfer of the Development Transfer Materials. Until completion of the transfer of the Development Transfer Materials, CureVac shall build and maintain a secure, readable, accessible and complete repository of the Development Transfer Materials. ​

  • Schedule of Receivables to the Transfer Notice As of the Cutoff Date, the information set forth in the Schedule of Receivables attached to the Transfer Notice shall be true and correct in all material respects.

  • Stop Transfer Instruction The Company will instruct any transfer agent not to register the Transfer of any Shares until the conditions specified in the foregoing legends are satisfied.

  • Exchange, Transfer, Assignment of Loss of Warrant This Warrant is not registered under the 1933 Act nor under any applicable state securities law or regulation. This Warrant cannot be sold, exchanged, transferred, assigned or otherwise disposed of unless registered pursuant to the provisions of the 1933 Act or an opinion of counsel in form and content satisfactory to the Company is obtained stating that such disposition is in compliance with an available exemption from registration. Any such disposition must also comply with applicable state securities laws and regulations.

  • Stop Transfer Instructions In order to enforce the foregoing covenants, the Company may impose stop-transfer instructions with respect to the securities of each Holder (and the securities of every other person subject to the restrictions in Section 1.14(a)).

  • Purchase of Equipment (a) Lessor is not obligated to purchase or lease Equipment, including the Software, unless before the Expiration Date on a Schedule: (i) Lessor receives from Lessee a fully signed and completed Agreement, Schedule and such other documents as Lessor may require: (ii) Lessor has confirmed to its satisfaction, either in writing or pursuant to a telephone audit, that the Equipment and any Software have been delivered and irrevocably accepted by Lessee; (iii) Lessor has received from Supplier clear and unencumbered title to the Equipment; and (iv) there is no Default (Section 13). So long as no Default has occurred, Lessor appoints Lessee its agent to inspect and accept the Equipment from Supplier simultaneously with acceptance of the Equipment for lease. For each Lease, Lessee irrevocably authorizes Lessor to adjust the Equipment Total Cost by no more than fifteen percent (15%) to account for change orders or returns, invoicing errors and similar matters, any adjustments required by commencement of any Lease after the applicable Expiration Date or to make any Leases continuous and agrees to any resulting adjustments in the TRANSACTION TERMS stated in the applicable Schedule. Lessor will send Lessee a written notice stating the final Equipment Total Cost and TRANSACTION TERMS, if different from those stated in the applicable Schedule.

  • Transferred Assets (a) As of the Effective Time (as defined in Section 2.1) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interests of Seller in the following assets associated with the Banking Centers and identified in this Agreement and the Schedules and Exhibits hereto, and not otherwise excluded pursuant to the provisions of Subsection 1.1(b):

  • Purchase of Products TTI shall sell to Distributor and Distributor shall purchase from TTI, in accordance with the terms and conditions of this Agreement, the Products pursuant to the published Distributor Price List. It is the intention of the parties that Products shall be purchased by Distributor hereunder for the purpose of resale and that the Distributor shall sell the Products solely within the Territory unless otherwise agreed to and be responsible for the collection and reporting of any and all sales tax or use tax in its territory.

  • Transfer of Acquired Assets At the Closing, Seller is transferring and shall transfer to Buyer, and the Transaction Agreements are effective to vest in Buyer, good, valid and indefeasible or marketable, fee simple or leasehold, as applicable, title to the Acquired Assets, free and clear of all Liens, other than Permitted Liens.

  • Mortgage Loan Transfer (a) The Purchaser will be entitled to all scheduled payments of principal and interest on the Mortgage Loans due after the Cut-off Date (regardless of when actually collected) and all payments thereon, other than scheduled principal and interest due on or before the Cut-off Date but received after the Cut-off Date. The Mortgage Loan Seller will be entitled to all scheduled payments of principal and interest on the Mortgage Loans due on or before the Cut-off Date (including payments collected after the Cut-off Date) and all payments thereon, other than scheduled principal and interest due after the Cut-off Date but received on or before the Cut-off Date. Such principal amounts and any interest thereon belonging to the Mortgage Loan Seller as described above will not be included in the aggregate outstanding principal balance of the Mortgage Loans as of the Cut-off Date as set forth on the Final Mortgage Loan Schedule.

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