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Site Transfer Sample Clauses

Site Transfer. EPIC shall be responsible for all costs related to the site transfer for all Products. COMPENSATION
Sample 1Sample 2
Site Transfer. The Parties shall cooperate in good faith to complete the transfer of all methods, records, formulae, protocols, techniques, procedures, information, equipment, know-how, and the like (the “Technology”), solely insofar as necessary and required for Par to manufacture commercial quantities of the Product at Par’s designated manufacturing site at the earliest possible date (the “Site Transfer”). IPC furthermore hereby provides a license during the Term to the Technology solely and exclusively for the Site Transfer and use in the manufacturing of commercial quantities of the Product at Par’s designated manufacturing site. Each Party shall provide to the other Party such information and documentation as reasonably requested and as reasonably available in connection with carrying out the Site Transfer. IPC shall make qualified IPC personnel who are knowledgeable of the Technology reasonably available as needed from time to time at the designated Par site, to the extent necessary to allow and qualify such site to manufacture the Product. Nothing in this Section or this First Amendment constitutes expressly or by implication a grant of IPC proprietary technology or Intellectual Property from IPC to Par beyond the scope of the express license grant herein provided, and the provisions of Section 4.1 of the Agreement continue to apply in respect of the Technology and the Site Transfer. All out-of-pocket (third-party) costs and expenses incurred by the Parties in effecting the Site Transfer, including for greater certainty all on-going third-party costs of storage in Canada of manufactured Product required in association with the IPC ANDA and out-of-pocket costs and expenses of on-site follow-up attendances by IPC, if any, shall be borne by Par; provided, that Par is apprised reasonably in advance and consents to such costs of IPC before they are incurred. Any regulatory submissions required for the Site Transfer shall be conducted pursuant to Section 3 of the Agreement.
Sample 1
Site Transfer. Buyer shall use its commercially reasonable efforts to obtain the approval from the FDA for the site transfer of the Product to Buyer’s manufacturing facility as expeditiously as is reasonably practicable. Buyer is solely responsible for preparing the necessary paperwork and conducting any testing required to support the site transfer. Buyer is responsible for purchasing all other materials and components necessary to manufacture the product for testing.
Sample 1
Site Transfer. The Parties shall cooperate in good faith to complete the transfer of all methods, records, formulae, protocols, techniques, procedures, information, equipment, know-how, and the like (the “Technology”), solely insofar as necessary and required for *Omitted and filed separately with the Securities and Exchange Commission under a request for confidential treatment. Par to manufacture commercial quantities of the Product at Par’s designated manufacturing site at the earliest possible date (the “Site Transfer”). IPC furthermore hereby provides a license during the Term to the Technology solely and exclusively for the Site Transfer and use in the manufacturing of commercial quantities of the Product at Par’s designated manufacturing site. Each Party shall provide to the other Party such information and documentation as reasonably requested and as reasonably available in connection with carrying out the Site Transfer. IPC shall make qualified IPC personnel who are knowledgeable of the Technology reasonably available as needed from time to time at the designated Par site, to the extent necessary to allow and qualify such site to manufacture the Product. Nothing in this Section or this First Amendment constitutes expressly or by implication a grant of IPC proprietary technology or Intellectual Property from IPC to Par beyond the scope of the express license grant herein provided, and the provisions of Section 4.1 of the Agreement continue to apply in respect of the Technology and the Site Transfer. All out-of-pocket (third-party) costs and expenses incurred by the Parties in effecting the Site Transfer, including for greater certainty all on-going third-party costs of storage in Canada of manufactured Product required in association with the IPC ANDA and out-of-pocket costs and expenses of on-site follow-up attendances by IPC, if any, shall be borne by Par; provided, that Par is apprised reasonably in advance and consents to such costs of IPC before they are incurred. Any regulatory submissions required for the Site Transfer shall be conducted pursuant to Section 3 of the Agreement.
Sample 1
Site Transfer. 1.1 Where and to the extent that the boundaries of the land required in order for the Station Purchaser to obtain the nuclear site licence required by paragraph 2(C) of Schedule 4 relating to the Station Site are not identical to the boundaries more particularly detailed in Part A of the applicable Property Schedule: 1.1.1 there shall be added to the Site Transfer any additional land so required to the extent that such additional land is comprised in the Retained Land (as defined in Part 2 of this Schedule) ; and 1.1.2 subject to paragraph 1.2 of this Part of this Schedule, there shall be excluded from the Site Transfer any part of the land coloured blue on the relevant Plan which is not so required. 1.2 There shall also be added to the Site Transfer such additional land as is shown as required for the purpose of Decommissioning the Station Site on the plan annexed to or forming part of the most recent Decommissioning Plans for the Station Site delivered to the NDA from time to time (a copy of which shall be provided by the selling BEG Entity to the Secretary of State in accordance with the provisions of the NLFA). 1.3 Land added to the Site Transfer pursuant to these paragraphs 1.1.1 and 1.2 of this Part of this Schedule shall be transferred subject to and (where appropriate) with the benefit of all matters affecting it at the date of this Agreement and any matters arising after the date of this Agreement otherwise than by reason of the voluntary act of the selling BEG Entity or its successors in title.
Sample 1
Site Transfer. 5.1 On the Completion Date, the selling BEG Entity will deliver to the Station Purchaser a duly executed Site Transfer with full title guarantee (except in relation to the Scottish **** indicates information which has been omitted and filed separately with the Commission Stations where the selling BEG Entity will deliver a validly executed disposition granting warrandice (excepting therefrom the Occupational Leases, servitudes, wayleaves and rights of way) to the Station Purchaser) together with a duplicate which duplicate shall be executed and unconditionally delivered by the Station Purchaser to the selling BEG Entity at Completion. 5.2 The Site Transfer shall include the matters referred to in Part 2 of this Schedule. 5.3 Without prejudice to section 162 of the Law of Property Xxx 0000, the perpetuity period applicable to a Site Transfer shall be eighty years from the date of the Site Transfer.
Sample 1
Site Transfer. A. Voluntary 1) Consistent with operational needs of the District and students, the District will make every reasonable attempt to make transfers voluntary based upon the mutual consent of the employee. 2) Qualified employees will be notified, and will have the opportunity to submit a letter of interest to Human Resources, for positions that are available or become available in the District. Prior to interviewing non-district applicants, permanent and probationary employees will be given first consideration. First consideration will include an interview with the Principal and one (1) or two (2) department faculty members. The Principal will make a recommendation to the Superintendent or designee who will make the final determination as to whether or not the transfer is granted. 3) The District will make every attempt to make transfers voluntary based upon the mutual consent with the employee.
Sample 1

Related to Site Transfer

  • License Transfer Customer may not sublicense, assign, transfer, rent or lease the software or software license except as permitted by HP. HP-branded software licenses are generally transferable subject to HP’s prior written authorization and payment to HP of any applicable fees. Upon such transfer, Customer’s rights shall terminate and Customer shall transfer all copies of the software to the transferee. Transferee must agree in writing to be bound by the applicable software license terms. Customer may transfer firmware only upon transfer of associated hardware.

  • Transfer or Sale The Investor understands that (i) the Securities may not be offered for sale, sold, assigned or transferred unless (A) registered pursuant to the Securities Act or (B) an exemption exists permitting such Securities to be sold, assigned or transferred without such registration; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder.

  • Title Transfer For the above consideration, Seller (s) agrees to give a good and merchantable title by Xxxx, free and clear of all encumbrances except: NONE. Title to be conveyed subject to all prior restrictions, easements, conditions, encumbrances, condemnation, right of ways, joint permanent easements, covenants or restrictions of record, zoning ordinances or laws of any government authority, status of mineral rights, status of oil and gas rights, or any type leases or assignments, taxes of any type, properties in FEMA flood zone, and other matters recorded or unrecorded, known or unknown. Mobile Homes Are Sold WITHOUT TITLE. Buyer shall pay, but not limited to: HOA requirements, Buyers Occurred expense, ALL Transfer Fees and or Membership Fees, if applicable.

  • Free Transfer 1. Each Contracting Party after the fulfillment of requirements under the domestic laws, shall without delay to investors of the other contracting party to make the transfer of funds related to investments in a freely convertible currency, in particular, though not exclusively: a) Income, dividends, profits and other income; b) The capital or the proceeds of the total or partial sale or liquidation of an investment; c) The proceeds of the settlement of a dispute; and compensation pursuant to articles 6 and 7. Transfers shall be made in accordance with the rate of exchange prevailing on the date of transfer, according to the Law of the Contracting Party which has admitted the investment.

  • Permit Transfer/Sale Release and Waiver of All Claims against Sector Manager; Indemnification and Hold Harmless.

  • Stop Transfer The Securities are restricted securities as of the date of this Agreement. Neither the Company nor any of its Subsidiaries will issue any stop transfer order or other order impeding the sale and delivery of any of the Securities at such time as the Securities are registered for public sale or an exemption from registration is available, except as required by state and federal securities laws.

  • Landlord Transfer Landlord may transfer any portion of the Project and any of its rights under this Lease. If Landlord assigns its rights under this Lease, then Landlord shall thereby be released from any further obligations hereunder arising after the date of transfer, provided that the assignee assumes in writing Landlord’s obligations hereunder arising from and after the transfer date.

  • Transfer or Assignment (i) Counterparty shall have the right to transfer or assign its rights and obligations hereunder with respect to all, but not less than all, of the Options hereunder (such Options, the “Transfer Options”); provided that such transfer or assignment shall be subject to reasonable conditions that Dealer may impose, including but not limited, to the following conditions: (A) With respect to any Transfer Options, Counterparty shall not be released from its notice and indemnification obligations pursuant to Section 9(b) or any obligations under Section 9(n) or 9(s) of this Confirmation; (B) Any Transfer Options shall only be transferred or assigned to a third party that is a United States person (as defined in the Internal Revenue Code of 1986, as amended); (C) Such transfer or assignment shall be effected on terms, including any reasonable undertakings by such third party (including, but not limited to, an undertaking with respect to compliance with applicable securities laws in a manner that, in the reasonable judgment of Dealer, will not expose Dealer to material risks under applicable securities laws) and execution of any documentation and delivery of legal opinions with respect to securities laws and other matters by such third party and Counterparty, as are requested and reasonably satisfactory to Dealer; (D) Dealer will not, as a result of such transfer and assignment, be required to pay the transferee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than an amount that Dealer would have been required to pay to Counterparty in the absence of such transfer and assignment; (E) An Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer and assignment; (F) Without limiting the generality of clause (B), Counterparty shall cause the transferee to make such Payee Tax Representations and to provide such tax documentation as may be reasonably requested by Dealer to permit Dealer to determine that results described in clauses (D) and (E) will not occur upon or after such transfer and assignment; and (G) Counterparty shall be responsible for all reasonable costs and expenses, including reasonable counsel fees, incurred by Dealer in connection with such transfer or assignment. (ii) Dealer may (A) without Counterparty’s consent, transfer or assign all or any part of its rights or obligations under the Transaction to any affiliate of Dealer (1) that has a long-term issuer rating that is equal to or better than Dealer’s credit rating at the time of such transfer or assignment, or (2) whose obligations hereunder will be guaranteed, pursuant to the terms of a customary guarantee in a form used by Dealer generally for similar transactions, by Dealer, or (B) in consultation with Counterparty, but without Counterparty’s consent, transfer or assign all or any part of its rights or obligations under the Transaction to any other third party with a long-term issuer rating equal to or better than the lesser of (1) the credit rating of Dealer at the time of the transfer and (2) A- by Standard and Poor’s Rating Group, Inc. or its successor (“S&P”), or A3 by Xxxxx’x Investor Service, Inc. (“Moody’s”) or, if either S&P or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute rating agency mutually agreed by Counterparty and Dealer. If at any time at which (A) the Section 16 Percentage exceeds

  • Valid Transfer This Agreement or, in the case of Additional Accounts, the related Assignment constitutes a valid sale, transfer and assignment to the Trust of all right, title and interest of the Seller in the Receivables and the Collateral Security and the proceeds thereof and all of the Seller's rights, remedies, powers and privileges with respect to the Receivables under the Receivables Purchase Agreement and, upon the filing of the financing statements described in Section 2.01 with the Secretary of State of the State of Delaware and, in the case of the Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Trust shall have a first priority perfected ownership interest in such property, subject to the rights of the Purchased Receivables Owners in any Collateral Security in respect of the Partial Accounts (other than the Vehicles relating to Principal Receivables arising in the Partial Accounts), except for Liens permitted under the Receivables Purchase Agreement. Except as otherwise provided in this Agreement and except for Liens permitted under the Receivables Purchase Agreement or the other Transaction Documents, neither the Seller nor any Person claiming through or under the Seller has any claim to or interest in the Collateral of the Trust. The representations and warranties set forth in this Section 2.03 shall survive the transfer and assignment of the Receivables to the Trust and the issuance of the Notes. Upon discovery by the Seller, the Servicer, the Trust, the Owner Trustee, any Agent or the Trustee of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties specified above, and to any Enhancement Providers. In the event of any breach of any of the representations and warranties set forth in this Section 2.03 having a material adverse effect on the interests of the Noteholders, then either the Trustee or the Holders of Notes evidencing not less than a majority of the aggregate Outstanding Dollar Principal Amount of all Notes, by notice then given in writing to the Seller (and to the Trustee, the Trust, any Enhancement Providers and the Servicer if given by the Noteholders), may direct the Seller to purchase the Noteholders' Interest within 60 days of such notice (or within such longer period as may be specified in such notice), and the Seller shall be obligated to make such purchase on a Payment Date occurring within such 60-day period on the terms and conditions set forth below; provided, however, that no such purchase shall be required to be made if, by the end of such 60-day period (or such longer period as may be specified), the representations and warranties set forth in this Section 2.03 shall be satisfied in all material respects, and any material adverse effect on the Noteholders' Interest caused thereby shall have been cured. The Seller shall deposit in the Collection Account in immediately available funds on the Business Day preceding such Payment Date, in payment for such purchase of the Noteholders' Interest, the Reassignment Amount for such Payment Date. Notwithstanding anything to the contrary in this Agreement, such amounts deposited in the Collection Account shall be applied in accordance with Section 706 of the Indenture and shall be allocated pro rata among the then-outstanding Series based on their respective Series Nominal Liquidation Amounts. If the Trustee or the Noteholders give notice directing the Seller to purchase the Noteholders' Interest as provided above, the obligation of the Seller to purchase the Noteholders' Interest pursuant to this Section 2.03 shall constitute the sole remedy respecting an event of the type specified in the first sentence of this Section 2.03 available to the Noteholders (or the Trustee on behalf of the Noteholders).

  • Lock-up; Transfer Restrictions (a) The Sponsor and the Insiders agree that they shall not Transfer any Founder Shares (the “Founder Shares Lock-up”) until the earliest of (A) one year after the completion of the Company’s initial Business Combination and (B) the date following the completion of an initial Business Combination on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Public Shareholders having the right to exchange their Ordinary Shares for cash, securities or other property (the “Founder Shares Lock-up Period”). Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30- trading day period commencing at least 150 days after the Company’s initial Business Combination, the Founder Shares shall be released from the Founder Shares Lock-up. (b) Subject to the provisions set forth in paragraph 5(c), the Sponsor and Insiders agree that they shall not effectuate any Transfer of Private Placement Warrants or the Ordinary Shares underlying such Private Placement Warrants until 30 days after the completion of an initial Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 5(a) and (b), Transfers of the Founder Shares, Private Placement Warrants or Ordinary Shares underlying the Private Placement Warrants are permitted (a) to the Company’s officers or directors, any affiliates or family member of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the Founder Shares, Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of its initial Business Combination, (h) in the event of the Company’s liquidation prior to the completion of its initial Business Combination; or (i) in the event of completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s Public Shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of an initial Business Combination; provided, however, that in the case of clauses (a) through (f) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. (d) During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the Sponsor and each Insider shall not, without the prior written consent of the Representatives, Transfer any Units, Ordinary Shares, Warrants or any other securities convertible into, or exercisable or exchangeable for, Ordinary Shares held by it, her or him, as applicable, subject to certain exceptions enumerated in Section [6(h)] of the Underwriting Agreement.

Most Referenced Clauses

Most Referenced Definitions