Sales, Transfers Sample Clauses

Sales, Transfers. Sell, transfer or enter into any agreement for the sale or transfer of any of the Mortgaged Properties without the consent of the Agent, which consent may be withheld in the Agent's sole discretion.
Sample 1
AutoNDA by SimpleDocs
Sales, Transfers. Sell, transfer or enter into any agreement for the sale or transfer of any of the Mortgaged Properties except for transfers to Borrower or any member of Borrower and except for sales or transfers made in connection with the release of a Mortgaged Property from the Liens created hereby and by the other Loan Documents in accordance with the terms of Article IX hereof.
Sample 1Sample 2
Sales, Transfers. 6.1.1 Transfers of Shares may be made at any time by any Shareholder subject to the provisions of the Companies Law and the following: a. Each Party understands and agrees that the transfer by it of Shares is restricted by the terms and conditions of both the Development Agreement and such Party’s Subscription Agreement and no Party shall transfer any Shares unless such transfer is permitted under the Development Agreement, such Party’s Subscription Agreement, this Agreement and the Law. b. Any Person who is not a Party and who purchases Shares must first execute an Adoption Agreement. c. Irrespective of and notwithstanding the provisions of this clause 6.1.1, the following transfers of Shares are specifically permitted under this Agreement: i. the transfer of the JOL Shares to OMAG prior to the Transformation, and ii. the transfer by any New Shareholder to OMAG or to OMAG’s designee of Shares acquired pursuant to an Option which became exercisable because of a Default under the terms of such New Shareholder’s Subscription Agreement (the “Option Shares”). 6.1.2 Each Party, to the fullest extent permitted by the Law, hereby (i) irrevocably waives its right of pre-emption with respect to the sale of Shares by the Company or by any other Party (the “Pre-emptive Right”) that but for this waiver, a Party would otherwise have pursuant to Articles 144 to 148 of the Companies Law, and (ii) agrees that, when and if requested by the Company to do so, it will promptly execute and deliver to the Company a written waiver of such Pre-emptive Right and will take all actions and execute all documents as may be required to give effect to this clause. Each Party hereby irrevocably waives its Pre-emptive Right with respect to the JOL Shares and any Option Shares.
Sample 1Sample 2
Sales, Transfers. The Seller will not sell, lease, abandon, assign, transfer, license or otherwise dispose of all or any portion of the Assets.
Sample 1
Sales, Transfers. Sell, transfer or enter into any agreement for the sale or transfer of any of the Mortgaged Properties, other than a sale or transfer or an agreement for the sale or transfer of a Mortgaged Property with respect to which all conditions and requirements to the Release thereof pursuant to Section 8.11 hereof are (as of the date of such agreement) capable of being, and upon such sale or transfer shall be, satisfied.
Sample 1
Sales, Transfers. Sell, transfer or enter into any agreement for the sale or transfer of any of the Mortgaged Properties, other than: (i) a sale or transfer or an agreement for the sale or transfer of a Release Parcel with respect to which all conditions and requirements to the Release thereof pursuant to Section 8.11 hereof are (as of the date of such agreement) capable of being, and upon such sale or transfer shall be, satisfied or (ii) in connection with the sale of any unimproved land which is a part (or all) of a Mortgaged Property which is not a Project under Development or a Stabilized Project, without the unanimous consent of Lenders, which consent shall not be unreasonably withheld. If Lenders do not reject any such sale within fifteen (15) days of receipt of written notice thereof from Borrower, and such notice is clearly marked "URGENT -- THIS NOTICE MUST BE RESPONDED TO IN FIFTEEN (15) DAYS," the sale shall be deemed approved.
Sample 1
Sales, Transfers. Prior to any vessel contracted to the Union being disposed of in any fashion, including but not limited to sale, scrap, transfer, bareboat charter, etc., ninety (90) days notification in writing must be sent to the Great Lakes Representative, International Organization of Masters, Mates and Pilots at the address and telephone number set forth in the next paragraph of this section. The Union recognizes that the Company may not in all cases be able to provide the Union with ninety (90) days notice as provided above. However, when ninety (90) days notice cannot be given, the Company shall call and notify the Great Lakes Representative, International Organization of Masters, Mates and Pilots, AFL-CIO, United Inland Group, Great Lakes and Rivers District, 0000 Xxx Xxxxx Xxxx, Xxxxxxxxx, Xxxx 00000- 0000, telephone (000) 000-0000, and confirm in writing, where such notification is feasible, as far in advance as possible and in no event any later than the date of sale, scrap, transfer, bareboat charter, etc. In addition, the Company must give the Union the name, address and telephone number of the purchaser and will attempt to assist the Union meeting the buyer. The Company shall provide the Union with a list of the names and owners of record of all vessels covered by this contract within fifteen (15) days of the signing thereof and shall provide information on any further changes as provided above.
Sample 1
AutoNDA by SimpleDocs
Sales, Transfers a) If BANKBERATUNG conducts the training with its own instructors in its own offices, the following commission rules shall be applicable (based on a daily rate of currently DM 860): ------------------------------------------------------------------------------- Percent DM total Share in DM Share in DM distribution (BB) (FS) BB/FS ------------------------------------------------------------------------------- [FOR FIGURES SEE GERMAN ORIGINAL] Costs for training materials shall be paid by BANKBERATUNG. b) If the training is performed by Xxxxxxxx Software at its own location (with its own instructors) using the training materials of BANKBERATUNG, BANKBERATUNG shall receive a flat 5 percent of sales. Costs for the training materials shall be paid by Xxxxxxxx Software. c) If the training is performed by Xxxxxxxx Software at the offices of BANKBERATUNG, Xxxxxxxx Software shall receive 80 percent of sales. The costs for training materials shall be paid by BANKBERATUNG. d) If the training is performed by BANKBERATUNG in the offices of Xxxxxxxx Software using the training materials of BANKBERATUNG, BANKBERATUNG shall receive 50 percent of sales (alternatively, instructor fee for BANKBERATUNG plus payment of travel costs and expenses by Xxxxxxxx Software). The costs for training materials shall be paid by Xxxxxxxx Software. e) If the training is performed by BANKBERATUNG instructors at the customer's location on site, the commission rules shown below shall be used (alternatively, instructor fee). The commission rule is based on the daily rate for individual training current at the time the agreement is concluded. Accordingly, a daily rate of DM 3800 is charged for individual customer training up to a maximum of three persons; DM 1050 shall be charged for each additional participant. In case of changes in attendance fees, a reasonable and adequate commission rule should be found that corresponds to the economic considerations of both parties. ------------------------------------------------------------------------------- Participants Percent DM total Share in DM Share in DM distribution (BB) (FS) BB/FS ------------------------------------------------------------------------------- [FOR FIGURES SEE GERMAN ORIGINAL] BANKBERATUNG shall provide the training materials and pay any shipping costs incurred for this. Travel costs, expenses, and travel times shall be billed at cost on the basis of the current price list of Xxxxxxxx Software. The costs for this shall be paid by...
Sample 1
Sales, Transfers. The Assignor will not sell, lease, abandon, assign, transfer, license or otherwise dispose of all or any portion of the Assets.
Sample 1

Related to Sales, Transfers

  • Wire Transfers Notwithstanding any other provision to the contrary in this Indenture, the Company may make any payment of moneys required to be deposited with the Trustee on account of principal of, or premium, if any, or interest on the Securities (whether pursuant to optional or mandatory redemption payments, interest payments or otherwise) by wire transfer of immediately available funds to an account designated by the Trustee on or before the date and time such moneys are to be paid to the Holders of the Securities in accordance with the terms hereof.

  • Transfers Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlord.

  • Data Transfers If Lenovo or its Subcontractors are located outside the EEA, Lenovo and Controller hereby execute the controller to processor standard contractual clauses as set out in MODULE TWO in the Commission Implementing Decision (EU) 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council as amended or superseded from time to time (the "C2P Standard Contractual Clauses") and hereby incorporate them into this Addendum by reference. The parties acknowledge and agree that: a. Lenovo and Controller shall each comply with their respective obligations in the C2P Standard Contractual Clauses; b. If there is any conflict or inconsistency between the C2P Standard Contractual Clauses and this Addendum or the Agreement, the C2P Standard Contractual Clauses shall control to the extent of the conflict; and c. The information in the following tables is hereby incorporated into the C2P Standard Contractual Clauses between the Parties: Clause 9. Use of sub-processors Option 2 GENERAL WRITTEN AUTHORISATION is selected. Data importer shall provide information at least 30 days in advance as per Clause “Subprocessing” Clause 17. Governing law These Clauses shall be construed in accordance with the governing law set forth in the Parties’ base agreement unless that governing law is not that of an EU Member State that allows for third-party beneficiary rights. In such event, the Parties agree that these Clauses shall be governed by the law of IRELAND. Clause 18 (b). Choice of forum and jurisdiction The Parties agree that any dispute arising from these Clauses shall be resolved by the courts of IRELAND. Data Exporter’s Name Controller, and any of its commonly owned or controlled affiliates Data Exporter’s Address The address of the Customer entity that entered into the Agreement. Data Exporter´s contact person´s name, position and contact details As agreed as part of the Agreement. Data Exporter´s activities relevant to the data transferred under these Clauses The Services provided by the Data Importer to the Data Exporter in accordance with the Agreement Data Exporter´s signature and date The parties agree that acceptance of the Agreement by the Data Importer and the Data Exporter has the equivalent legal effect of a signature. The date of signature is the date of such acceptance Data Exporter´s role Controller Data Importer’s name Lenovo and its subcontractors Data Importer´s address The address of the Lenovo entity that is providing the Services Data Importer´s contact details xxxx@xxxxxx.xxx Data Importer´s activities relevant to the data transferred under these Clauses The Services provided by the Data Importer to the Data Exporter in accordance with the Agreement Data Importer´s signature and date The parties agree that acceptance of the Agreement by the Data Importer and the Data Exporter has the equivalent legal effect of a signature. The date of signature is the date of such acceptance Data Importer’s Role Processor Categories of data subjects As set out in Exhibit A Categories of personal data As set out in Exhibit A Sensitive data As set out in Exhibit A Frequency of the Transfer As required for the provision of the Services Nature of the processing As set out in Exhibit A Purpose of the processing As set out in Exhibit A Period for which personal data will be retained As set out in Exhibit A Subject matter, nature and duration of the processing carried out by subprocessors As set out in Exhibit A Competent Supervisory Authority with responsibility for ensuring compliance by the data exporter with Regulation (EU) 2016/679 ty The supervisory authority that will act as competent supervisory authority will be that of the EU member State where Data Exporter is established in the EU. If Data Exporter (i.e., contracting legal entity) is not established in EU, then the Competent Supervisory Authority will be such of the EU Member State in which the Data Exporter´s EU representative within the meaning of Article 27(1) of Regulation (EU) 2016/679 is established. If the Data Exporter is not established in the EU but does not need to appoint an EU representative, then the Competent Supervisory Authority will be that of the EU Member State in which the data subjects whose personal data is transferred under these Clauses in relation to the offering of goods or services to them, or whose behaviour is monitored, are located. Description of the technical and organisational measures implemented by the data importer(s) (including any relevant certifications) to ensure an appropriate level of security, taking into account the nature, scope, context and purpose of the processing, and the risks for the rights andfreedoms of natural persons. Set forth at Section 11 of this Addendum and in its Exhibit A. List of authorised subprocessors As set out in Annex 1 to Exhibit A

  • Funds Transfers With respect to each Instruction for a Cash transfer, when the Instruction is to credit or pay a party by both a name and a unique numeric or alpha-numeric identifier (e.g., IBAN or ABA or account number), BNY Mellon and any other bank participating in the Cash transfer will be entitled to rely solely on such numeric or alpha-numeric identifier, even if it identifies a party different from the party named. Such reliance on an identifier will apply to beneficiaries named in the Instruction, as well as any financial institution that is designated in the Instruction to act as an intermediary in such Cash transfer. To the extent permitted by applicable law, the Parties will be bound by the rules of any transfer system used to effect a Cash transfer under this Agreement.

  • ACH and Wire Transfers This Agreement is subject to Article 4A of the Uniform Commercial Code - Funds Transfers as adopted by the state in which the account is opened. If you send or receive a wire transfer, you agree that Fedwire® Funds Service may be used. Federal Reserve Board Regulation J is the law that covers transactions made over Fedwire® Funds Service. When you originate a funds transfer for which Fedwire® Funds Service is used, and you identify by name and number a beneficiary financial institution, an intermediary financial institution or a beneficiary, we and every receiving or beneficiary institution may rely on the identifying number to make payment. We may rely on the number even if it identifies a financial institution, person or account other than the one named. If you are a party to an Automated Clearing House ("ACH") entry, you agree that we may transmit an entry through the ACH, and you agree to be bound by the National Automated Clearing House Association ("NACHA") Operating Rules and Guidelines, the rules of any local ACH, and the rules of any other systems through which the entry is made. Provisional Payment. Credit we give you is provisional until we receive final settlement for that entry. If we do not receive final settlement, you agree that we are entitled to a refund of the amount credited to you in connection with the entry, and the party making payment to you via such entry (i.e., the originator of the entry) shall not be deemed to have paid you in the amount of such entry. Notice of Receipt. We will not provide you with notice of our receipt of the order, unless we are so requested by the transfer originator in the order. However, we will continue to notify you of the receipt of payments in the periodic statements we provide to you. Choice of Law. We may accept on your behalf payments to your account which have been transmitted, that are not subject to the Electronic Fund Transfer Act, and your rights and obligations with respect to such payments shall be construed in accordance with and governed by the laws of the state where we are located.

  • Onward transfers The data importer shall only disclose the personal data to a third party on documented instructions from the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union (in the same country as the data importer or in another third country, hereinafter ‘onward transfer’) if the third party is or agrees to be bound by these Clauses, under the appropriate Module, or if: (i) the onward transfer is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer; (ii) the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 Regulation of (EU) 2016/679 with respect to the processing in question; (iii) the onward transfer is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or (iv) the onward transfer is necessary in order to protect the vital interests of the data subject or of another natural person. Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.

  • Share Transfers From and after the date hereof until the Expiration Date, Stockholder shall not, directly or indirectly, (a) sell, assign, transfer, tender, or otherwise dispose of (including, without limitation, by the creation of any Liens) any Shares or any New Shares acquired, (b) deposit any Shares or New Shares into a voting trust or enter into a voting agreement or similar arrangement with respect to such Shares or New Shares or grant any proxy or power of attorney with respect thereto (other than this Agreement), (c) enter into any Contract, option, commitment or other arrangement or understanding with respect to the direct or indirect sale, transfer, assignment or other disposition of (including, without limitation, by the creation of any Liens) any Shares or New Shares, or (d) take any action that would make any representation or warranty of Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling Stockholder from performing Stockholder’s obligations under this Agreement. Notwithstanding the foregoing, Stockholder may make (1) transfers by will or by operation of Law or other transfers for estate-planning purposes, in which case this Agreement shall bind the transferee, (2) with respect to any options or warrants to acquire Shares held by Stockholder which expire on or prior to the Expiration Date, transfers, sale, or other disposition of Shares to Parent as payment for the (i) exercise price of Stockholder’s options or warrants and (ii) taxes applicable to the exercise of Stockholder’s options or warrants, (3) transfers to another holder of the capital stock of Parent that has signed a voting agreement in substantially the form hereof, and (4) transfers, sales or other dispositions as the Company may otherwise agree in writing in its sole discretion. If any voluntary or involuntary transfer of any Shares covered hereby shall occur, the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect, notwithstanding that such transferee is not a Stockholder and has not executed a counterpart hereof or joinder hereto.

  • Void Transfers To the greatest extent permitted by the Act and other Law, any Transfer by any Member of any Membership Interests or other interest in the Company in contravention of this Agreement shall be void and ineffective and shall not bind or be recognized by the Company or any other Person. In the event of any Transfer in contravention of this Agreement, to the greatest extent permitted by the Act and other Law, the purported Transferee shall have no right to any profits, losses or Distributions of the Company or any other rights of a Member.

  • Asset Transfers The Company shall not (i) transfer, sell, convey or otherwise dispose of any of its material assets to any subsidiary except for a cash or cash equivalent consideration and for a proper business purpose or (ii) transfer, sell, convey or otherwise dispose of any of its material assets to any Affiliate, as defined below, during the Term of this Agreement. For purposes hereof, "Affiliate" shall mean any officer of the Company, director of the Company or owner of twenty percent (20%) or more of the Common Stock or other securities of the Company.

  • International Data Transfers The Company and the Stock Plan Administrator are based in the United States. The Participant should note that the Participant’s country of residence may have enacted data privacy laws that are different from the United States. The Company’s legal basis for the transfer of the Participant's Personal Information to the United States is the Participant’s consent.

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