Sale, Transfer and Assignment Sample Clauses
The Sale, Transfer and Assignment clause defines the conditions under which a party may sell, transfer, or assign its rights and obligations under the agreement to another entity. Typically, this clause outlines whether prior written consent is required, specifies any exceptions (such as transfers to affiliates), and may set forth procedures for notification or approval. Its core function is to control and clarify how contractual interests can be moved between parties, thereby protecting both sides from unwanted or unapproved changes in the agreement’s participants.
Sale, Transfer and Assignment. (a) Transfer from the Seller to the Intermediate Seller on the Closing Date. Subject to and upon the terms and conditions set forth in this Agreement (including the conditions to purchase set forth in Article III), on the Closing Date (or, in the case of each Closing Date Participation, the Elevation Date), the Seller hereby sells, transfers, assigns, sets over and otherwise conveys to the Intermediate Seller and the Intermediate Seller hereby purchases and takes from the Seller all right, title and interest (whether now owned or hereafter acquired or arising and wherever located) of the Seller (including all obligations of the Seller as lender to fund any Revolving Collateral Obligation or Delayed Drawdown Collateral Obligation conveyed by the Seller to the Intermediate Seller hereunder which obligations the Intermediate Seller hereby assumes) in the property identified in clauses (i)-(v) below and all accounts, cash and currency, chattel paper, tangible chattel paper, electronic chattel paper, copyrights, copyright licenses, equipment, fixtures, general intangibles, instruments, commercial tort claims, deposit accounts, inventory, investment property, letter-of-credit rights, accessions, proceeds and other property consisting of, arising out of, or related to any of the following (in each case excluding the Excluded Amounts) (collectively, together with any of the following relating to any Collateral Obligation conveyed pursuant to Section 2.01(d) below, the “Collateral”):
(i) the Collateral Obligations (including the Closing Date Participations and any Income Collections thereon) listed on the Loan List delivered on the Closing Date by the Seller to the Intermediate Seller (as set forth on Schedule 1), and all monies due, to become due or paid in respect of such Collateral Obligations on and after the related Purchase Date, including but not limited to all collections on such Collateral Obligations and other recoveries thereon, in each case as they arise after the related Purchase Date;
(ii) all Liens with respect to the Collateral Obligations referred to in clause (i) above;
(iii) all Related Contracts with respect to the Collateral Obligations referred to in clause (i) above;
(iv) all collateral security granted under any Related Contracts; and
(v) all income and proceeds of the foregoing.
Sale, Transfer and Assignment. In consideration of the Purchase Price and on the terms and subject to the conditions set forth in this Agreement, on the date of this Agreement, the Seller hereby sells, transfers, assigns, sets over and otherwise conveys to the Buyer, and the Buyer hereby purchases and takes from the Seller, all right, title and interest (whether now owned or hereafter acquired or arising and wherever located) of the Seller in, to and under the Claims.
Sale, Transfer and Assignment. (a) For and in consideration of all and not less than all of the payments specified in Article 4 and other good and valuable consideration, IROC Innocross shall at the Transfer Date sell, assign and transfer to Avedro, and Avedro thereupon accept and assume from IROC Innocross, all of IROC Innocross’s right, title and interest in the United States of America and worldwide in and to the Technology existing now or in the future, with such assignment, transfer, acceptance and assumption being documented on the Transfer Date with the Parties’ execution of the document set forth in Section 2.3(c). IROC Innocross shall not assign, transfer, license, option, grant rights under or otherwise encumber the Technology during the Term of this Agreement, and any attempted action by IROC Innocross thereof shall be deemed null, void and of no legal effect. The Technology subject to this Section 2.3(a) includes without limitation:
(i) the Patent Rights (including all Related Inventions and Joint Inventions) and Patent Related Information;
(ii) the right to file (including the right to file new patent applications), prosecute and maintain the Patent Rights with any Patent Agency, and to do so in its own name;
(iii) all right, title and interest in the United States of America and in the world, in, to and under all patents granted directly on or as a result of the Patent Rights;
(iv) the right to claim any and all benefits with respect to the Patent Rights which are or may be available in any country under the International Convention For The Protection of Industrial Property, and any like treaties or laws;
(v) the right to claim and to enjoy the benefit of any priority dates established by the Patent Rights; and
(vi) the right to ▇▇▇ for past, present and future infringements of the Patent Rights.
(b) The sale, assignment and transfer of the Technology shall become effective on the Transfer Date.
Sale, Transfer and Assignment. Except as otherwise expressly disclosed in the Due Diligence Materials, the sale, assignment and transfer of the Loan and Loan Documents to Buyer will be free of any participation interest;
Sale, Transfer and Assignment. Section 2.1. Sale, Transfer and Assignment Section 2.2. Purchase Price Section 2.3. Payment of Purchase Price
Sale, Transfer and Assignment. The Parties agree that any subsequent sale, transfer or assignment of any interest in the Intake Facilities shall be subject to the WIF Agreement.
Sale, Transfer and Assignment. Except as otherwise provided in this Section 10, the Series A Preferred may not be sold, transferred or assigned, without the express written consent of the Corporation. Any attempted sale, transfer or assignment shall be null and void without the express written consent of the Corporation; provided that, the sale, transfer or assignment of any Common Stock received pursuant to the conversion of the Series A Preferred shall not be prohibited by this Section 10; further provided that, the Series A Preferred may be assigned to ▇▇▇▇▇▇▇ Corporation or any affiliate of ▇▇▇▇▇▇▇ Corporation. For purposes of this Section 10, the term "affiliate" means any person or entity directly or indirectly controlling, controlled by or under direct or indirect common control with respect to ▇▇▇▇▇▇▇ Corporation. RESOLVED FURTHER, that, before the Corporation shall issue any shares of the Series A Preferred, a certificate pursuant to Section 151 of the General Corporation Law of the State of Delaware shall be made, executed, acknowledged, filed and recorded in accordance with the provisions of said Section 151; and that the proper officers of the Corporation are hereby authorized and directed to do all acts and things which may be necessary or proper in their opinion to carry into effect the purposes and intent of this and the foregoing resolutions.
Sale, Transfer and Assignment. Effective as of the Closing (as defined below), Seller shall sell, assign, transfer, convey and deliver to Purchaser all of Seller’s right, title and interest in and to the Purchased Shares free and clear of all liens, other than any restrictions arising under applicable law and the Shareholders Agreement, and all of Seller’s rights under the Shareholders Agreement with respect to the Purchased Shares in exchange for the payment by Purchaser of the net book value of the Purchased Shares as of December 31, 2018, in cash.
Sale, Transfer and Assignment. The right to sell, assign or transfer a Participating Interest (including any Participating Interest in accordance with any Carried Interest Agreements / Arrangements), in whole or in part, shall be subject to the consent of other Parties which consent shall not be unreasonably withheld and to the terms of the Contract and Article 11 and 12 and the following provisions of Article 13.
Sale, Transfer and Assignment. 3838421 hereby sells, transfers and assigns all of its rights, title and interest in and to the Property to EBUX according to the terms and the conditions set forth in this Agreement.