RIGHTS UNDER CONTRACTS Sample Clauses

RIGHTS UNDER CONTRACTS. (RIGHTS OF THIRD PARTIES) XXX 0000 24.1 Subject to the other terms and conditions of this Agreement: (a) the Vendor Liquidators (once appointed) shall have the right under the Contracts (Rights of Third Parties) Xxx 0000 (CRTPA) to enforce clauses 8, 9 and 25 of this Agreement; (b) Telewest Jersey and the Telewest Jersey Liquidators (once appointed) shall have the right under the CRTPA to enforce clauses 8, 10 and 25 of this Agreement; (c) TCN shall have the right under the CRTPA to enforce clauses 5, 6 and 25 of this Agreement; (d) Telewest Limited shall have the right under the CRTPA to enforce clauses 5 and 25 of this Agreement; and (e) the Agent (acting upon the instructions of the Majority Lenders) shall have the right under the CRTPA to enforce clauses 8.5, 9.6, 10.6, 23.3 and 25 of this Agreement. 24.2 Save as provided in clause 24.1, a person who is not a party to this Agreement shall have no right under the CRTPA to enforce any of its terms.
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RIGHTS UNDER CONTRACTS. All of SELLERS' rights under any contract, agreement, plan or arrangement relating exclusively to the Business and identified in Schedule 2 shall be transferred to NEOGEN, subject to any necessary consents of any third party. It is the intent of the parties hereto that any customer orders received by SELLERS arising out of the operation of the Business for shipment in the ordinary course of business following the Closing Date be transferred to NEOGEN. Attached as Schedule 6 is a list as of the date shown on the Schedule 6 of all outstanding customer orders, purchase orders, and other customer commitments from SELLERS' customers of the Business.
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RIGHTS UNDER CONTRACTS. All rights of Assignor under contracts, agreements and undertakings with third parties, including, without limitation, the material contracts identified on Schedule 3.7 to the Purchase Agreement, the Personal Property Leases identified on Schedule 3.17 to the Purchase Agreement and the Real Property Leases identified on Schedule 3.18 to the Purchase Agreement.
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RIGHTS UNDER CONTRACTS. All of Vysis' rights under any contract, agreement, license, plan or arrangement relating primarily or exclusively to the Business identified in SCHEDULE 1 shall be transferred to AI. It is the intent of the parties hereto that any new customer orders received by Vysis arising out of the operation of the Business following the Closing Date be transferred to AI. Included on SCHEDULE 1 is (i) a list as of June 30, 1999 of all outstanding written customer orders, purchase orders, and other customer commitments from Vysis' customers of the Business, and (ii) the names of all customers of the Business, which list will be updated as of the Closing and provided to AI.
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RIGHTS UNDER CONTRACTS. (RIGHTS OF THIRD PARTIES) XXX 0000 27.1 The parties intend that this Agreement may be enforced pursuant to the Contracts (Rights of Third Parties) Xxx 0000 by the Adviser, to the extent that this Agreement grants rights to the Adviser. 27.2 No person who is not a party to this Agreement, other than the Adviser, shall have rights under the Contracts (Rights of Third Parties) Xxx 0000 to enforce any of its terms.
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RIGHTS UNDER CONTRACTS. All of ------------------------ WWWN's rights under the specified contracts listed under 1.02(g), and all agreements, plans or arrangements relating primarily or exclusively to the Acquired Assets, as identified on Schedule 1.02(c), subject to changes between ---------------- July 1, 2002 and Closing in the ordinary course of business ("ASSUMED CONTRACTS").
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RIGHTS UNDER CONTRACTS. All of Future Tech's rights under (i) any equipment lease, contract, agreement, plan or arrangement as shall be identified solely on Schedule 2.1(c)(i) attached hereto, subject to changes between the date of this Agreement and the Closing Date in accordance with the Business Practices, but excluding Future Tech's claims and rights under its lawsuit and contract by and against Otomation Engineering, Tech Media Computer Systems, Inc., and/or Tae Il Media Co. Ltd., and Future Tech's rights under its director and officer omissions insurance policy pertaining to the Future Tech Matters (as defined herein); and (ii) the executory contracts and unexpired leases to be assumed by Future Tech and assigned to Buyer listed by name and cure amount on Schedule 2.1(c)(ii) (it being expressly agreed that liability for such cure amounts is not being assumed by Xxxx by virtue of such cure amounts being listed on such schedule). It is the intent of the parties hereto that all of the Acquired Assets and all of Future Tech's backlog, if any, arising out of the operation of its business be transferred to Buyer. Accordingly, the parties agree to use their reasonable best efforts to facilitate such transfer of customers at the Closing. The names, addresses and phone and facsimile numbers for each of Future Tech's current customers will be included on Schedule 2.1(c)(i).
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RIGHTS UNDER CONTRACTS. All of Sellers' rights under any equipment lease, real property lease, contract, agreement, plan or arrangement identified in Schedule 1.2(c) to be agreed to by the parties and attached hereto at Closing. It is the intent of the parties hereto that all of the Acquired Assets and all of Sellers' backlog, if any, arising out of the operation of the Business be transferred to Buyer. Accordingly, the parties agree to use their reasonable best efforts to facilitate such transfer of customers at the Closing. Included on Schedule 1.2(c) will be (i) a list of all outstanding written customer orders, purchase orders, and other customer commitments from Sellers' current customers of the Business in effect on the Closing Date, and (ii) the names of all current customers of the Business.
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Related to RIGHTS UNDER CONTRACTS

  • Seller Contracts All contracts and agreements, other than ---------------- Governmental Permits and those relating to Real Property, pertaining to the ownership, operation and maintenance of the Assets or the Business or used or held for use in the Business, as described on SCHEDULE 5.6 or, in the case of contracts and agreements relating to Real Property, on SCHEDULE 5.7.

  • Prior Contracts This Contract supersedes and terminates, as of the date hereof, all prior contracts between the Fund and the Custodian relating to the custody of the Fund's assets.

  • SUB-CONTRACTS (a) The Administrator may sub-contract or delegate the performance of all or any of its powers and obligations under this Agreement, provided that (but subject to Clause 3.2(b) herein): (i) the prior written consent of the Mortgages Trustee and Funding to the proposed arrangement (including, if Funding considers it necessary after consulting with the Security Trustee, approving any contract which sets out the terms on which such arrangements are to be made) has been obtained, the Security Trustee has been consulted and notification has been given to each of the Rating Agencies; (ii) where the arrangements involve the custody or control of any Mortgage Loan Files and/or Title Deeds relating to the Mortgage Portfolio for the purpose of performing any delegated Services, the sub-contractor or delegate has executed an acknowledgement in writing acceptable to Funding and the Security Trustee to the effect that any such Mortgage Loan Files and/or Title Deeds are and will be held to the order of the Mortgages Trustee (as trustee for the Beneficiaries); (iii) where the arrangements involve or may involve the receipt by the sub-contractor or delegate of monies belonging to the Beneficiaries which, in accordance with this Agreement, are to be paid into the relevant Collection Account, the sub-contractor or delegate has executed a declaration in writing acceptable to the Beneficiaries that any such monies held by it or to its order are held on trust for the Beneficiaries and will be paid forthwith into the relevant Collection Account in accordance with the terms of the Mortgages Trust Deed; (iv) any such sub-contractor or delegate has executed a written waiver of any Security Interest arising in connection with such delegated Services (to the extent that such Security Interest relates to the Mortgage Portfolio or any amount referred to in (iii) above); and (v) neither the Mortgages Trustee, the Security Trustee nor the Beneficiaries shall have any liability for any costs, charges or expenses payable to or incurred by such sub-contractor or delegate or arising from the entering into, the continuance or the termination of any such arrangement. (b) The provisos to Clause 3.2(a) (i), (ii) and (iii) herein shall not apply: (i) to the engagement by the Administrator of: (1) any receiver, solicitor, insurance broker, valuer, surveyor, accountant, estate agent, insolvency practitioner, auctioneer, bailiff, debt counsellor, tracing agent, property management agent, licensed or qualified conveyancer or other professional adviser acting as such; or (2) any locksmith, builder or other contractor acting as such in relation to a Mortgaged Property, in any such case being a person or persons whom the Administrator would be willing to appoint in respect of its own mortgages in connection with the performance by the Administrator of any of its obligations or functions or in connection with the exercise of its powers under this Agreement; or (ii) to any delegation to any wholly-owned subsidiary of the Seller from time to time. (c) The Mortgages Trustee and/or Funding and the Security Trustee may require the Administrator to assign to the Mortgages Trustee any rights which the Administrator may have against any sub-contractor or delegate arising from the performance of services by such person in association with any matter contemplated by this Agreement and the Administrator acknowledges that such rights assigned to the Mortgages Trustee will be exercised by the Mortgages Trustee as trustee for the Beneficiaries subject to the terms of the Mortgages Trust Deed. (d) Notwithstanding any sub-contracting or delegation of the performance of the Administrator's obligations under this Agreement: (i) the Administrator shall not thereby be released or discharged from any liability hereunder; (ii) the Administrator shall remain responsible for the performance of the obligations of the Administrator under this Agreement; (iii) the performance or non-performance or the manner of performance of any sub-contractor or delegate of any of the Services shall not affect the Administrator's obligations under this Agreement; (iv) any breach in the performance of the Services by any sub-contractor or delegate shall, subject to the Administrator being entitled for a period of twenty (20) Business Days from receipt of notice of the breach to remedy such breach by any sub-contractor or delegate, be treated as a breach of this Agreement by the Administrator; and (v) the Security Trustee shall have no liability for any act or omission of the sub-contractor or delegate and shall have no responsibility for monitoring or investigating the suitability of any such sub-contractor or delegate.

  • Transfer of Contracts 33.1 The contractor shall not abandon, transfer, cede assign or sublet a contract or part thereof without the written permission of the purchaser.

  • Major Contracts Neither INT'X.xxx nor any Material INT'X.xxx Subsidiary is a party to or subject to: (a) Any union contract, or any employment contract or arrangement in effect (other than "at-will" employment arrangements) providing for future compensation, written or oral, with any officer, consultant, director, or employee; (b) Any plan or contract or arrangement, written or oral, providing for non-standard bonuses, pensions, deferred compensation, retirement payments, profit-sharing or the like; (c) Any joint venture contract or arrangement or any other agreement which has involved or is expected to involve a sharing of profits; (d) Any OEM agreement, reseller or distribution agreement, volume purchase agreement, corporate end user sales or service agreement, reproduction or replication agreement or manufacturing agreement in which the amount involved exceeds annually, or is expected to exceed in the aggregate over the life of the contract, $50,000 or pursuant to which INT'X.xxx has granted or received manufacturing rights, most favored nation pricing provisions, or exclusive marketing, production, publishing or distribution rights related to any product, group of products or territory; (e) Any agreement, license, franchise, permit, indenture, or authorization which has not been terminated or performed in its entirety and not renewed which may be, by its terms, terminated, impaired, or adversely affected by reason of the execution of this Agreement and all other agreements contemplated hereby, the consummation of the Merger, or the consummation of the transactions contemplated hereby or thereby; (f) Except for trade indebtedness incurred in the ordinary course of business, any instrument evidencing or related in any way to indebtedness incurred in the acquisition of companies or other entities or indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee, or otherwise which individually is in the amount of $50,000 or more; (g) Any license agreement in effect, either as licensor or licensee (excluding nonexclusive hardware and software licenses granted to distributors or end-users and commercially available in-licensed software applications); (h) Any contract or agreement containing covenants purporting to limit INT'X.xxx's or the Material INT'X.xxx Subsidiaries' freedom to compete in any line of business in any geographic area; or (i) Any contract or agreement not elsewhere specifically disclosed pursuant to this Agreement, involving the payment or receipt by INT'X.xxx of more than $250,000 in the aggregate. For purposes of this Section 3.14, a contract, agreement or arrangement shall be considered "in effect" if INT'X.xxx or any Material Subsidiary shall have any obligations or liabilities pursuant to such contract, agreement or arrangement. All contracts, arrangements, plans, agreements, leases, licenses, franchises, permits, indentures, authorizations, instruments and other commitments which are listed in the INT'X.xxx Disclosure Schedule pursuant to this Section 3.14 are valid and in full force and effect and neither INT'X.xxx nor any Material INT'X.xxx Subsidiary has, nor, to the knowledge of INT'X.xxx and the Material INT'X.xxx Subsidiaries, has any other party thereto, breached any material provisions of, or entered into default in any material respect under the terms thereof. INT'X.xxx has delivered to Parent copies of the contracts or agreements, and descriptions of any verbal agreements or arrangements, referred to in this Section 3.14 as in effect on the Prior Agreement Date.

  • Existing Contracts Billing terms and provisions contained in existing contracting entity agreements (existing as of the date this policy is approved by the Board of Supervisors) shall remain in effect for the life of the contract. However, when these existing contracts are renegotiated, they shall contain the billing provisions as set forth in this policy.

  • New Contracts Except as provided in Section 6.1.4, Seller will not enter into any contract that will be an obligation affecting the Property subsequent to the Closing, except contracts entered into in the ordinary course of business that are terminable without cause and without the payment of any termination penalty on not more than 30 days’ prior notice.

  • Company Contracts (a) Company has delivered or made available to Parent true, correct and complete copies (and all exhibits and schedules thereto and all amendments, modifications and supplements thereof) of the following Contracts, and all of such Contracts in existence on the date hereof are listed on Part 2.18 of the Company Disclosure Letter, in each case only if such Contract either (x) by its terms requires, or is reasonably likely to require, payment to, or by, Company or the Company Subsidiaries of at least $50,000 over the stated minimum term of the Contract or (y) is material to the business of Company and the Company Subsidiaries (it being understood that any Contract described in clauses (iv), (vii), (ix), (x), (xi), (xiii) or (xvi) are deemed to be material to the business of the Company and the Company Subsidiaries (the “Company Contracts”): (i) any distributor, supplier, sales, advertising, agency or manufacturer’s representative Contract; (ii) any license agreement or other written or oral agreement or permission pursuant to which Company has granted to any third party with respect to any IP Assets or Intellectual Property Rights (other than pursuant to Company's standard customer agreements in the ordinary course of business); (iii) any license, sublicense, agreement or other permission pursuant to which Company uses or otherwise possesses the IP Assets or Intellectual Property Rights of any third party; (iv) any Contract of Company or any Company Subsidiaries containing any material support or maintenance obligation on the part of Company or any Company Subsidiaries outside of the ordinary course of business; (v) all Contracts with any customer of the business of the Company and the Company Subsidiaries (provided that for customers that have executed a standard form of agreement, a copy of such form agreement and a list of the customers that have so executed such form agreement shall be sufficient); (vi) all Contracts of Company or any Company Subsidiaries relating to indebtedness of Company or any Company Subsidiaries (vii) any agreement pursuant to which any other party is granted exclusive marketing or other exclusive rights of any type or scope with respect to any of products or services of Company or any Company Subsidiaries; (viii) any continuing Contract for the purchase of materials, supplies, equipment, services or capital expenditures by Company or the Company Subsidiaries involving in the case of any such Contract more than fifty thousand dollars ($50,000) over the life of the Contract; (ix) all Contracts of Company or any of the Company Subsidiaries that involve the sale or purchase of any assets of Company or any of the Company Subsidiaries, other than in the ordinary course of business; (x) any Contract pursuant to which Company has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than Company’s Subsidiaries; (xi) all Contracts of Company whereby Company or any Company Subsidiaries is restricted by any “standstill” or similar obligations; (xii) any trust indenture, mortgage, promissory note, loan agreement or other Contract for the borrowing of money, any currency exchange, commodities or other hedging arrangement or any leasing transaction of the type required to be capitalized in accordance with generally accepted accounting principles; (xiii) any Contract limiting the freedom of Company to engage in any line of business or to compete with any other Person; (xiv) any Contract pursuant to which Company is a lessor of any machinery, equipment, motor vehicles, office furniture, fixtures or other personal property that is material to the business of the Company and Company Subsidiaries, taken as a whole; (xv) all Company Real Property Leases; (xvi) any Contract with an officer, director employee, Affiliate or any other Person with whom Company does not deal at arm’s length (other than standard form offer letters under which the officer, director or employee's relationship with Company or the Company Subsidiaries is terminable at will and which letter does not contain any severance provisions or obligations on the part of Company or any Company Subsidiary extending beyond termination of employment or other relationship with Company); (xvii) all Contracts pursuant to which Company or any Company Subsidiaries has any obligations or liabilities (whether absolute, accrued, contingent or otherwise), as guarantor, surety, co-signer, endorser, co-maker, or otherwise in respect of any obligation of any Person, or any capital maintenance or similar agreements or arrangements; and (xviii) all Contracts that are otherwise material to the business of the Company or any Company Subsidiaries. (b) Each Company Contract is in full force and effect and constitutes a legal, valid and binding agreement of Company or a Company Subsidiary, as applicable, enforceable in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors’ rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought. Company or a Company Subsidiary, as applicable, have performed all of their obligations (except those that have not yet become due) under, and is not in material violation or breach of or default under, any such Company Contract. To the knowledge of Company, the other parties to each Company Contract have performed all of their obligations (except those that have not yet become due) under, and are not in material violation or breach of or default under, any such Company Contract.

  • The Contracts (i) will be sold by broker-dealers, or their registered representatives, who are registered with the Securities and Exchange Commission ("SEC") under the Securities and Exchange Act of 1934, as amended (the "1934 Act") and who are members in good standing of the National Association of Securities Dealers, Inc. (the "NASD"); (ii) will be issued and sold in compliance in all material respects with all applicable federal and state laws; and (iii) will be sold in compliance in all material respects with state insurance suitability requirements and NASD suitability guidelines.

  • Termination of Contracts Neither the Company nor any of its Subsidiaries has sent or received any communication regarding termination of, or intent not to renew, any material contract or agreement referred to or described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus or filed as an exhibit to the Registration Statement, and no such termination or non-renewal has been threatened by the Company or any of its Subsidiaries or by any other party to any such contract or agreement.

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