Site Transfer Sample Clauses

Site Transfer. EPIC shall be responsible for all costs related to the site transfer for all Products. COMPENSATION
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Site Transfer. A. Voluntary
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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:
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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.
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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.
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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.
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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.
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Related to Site Transfer

  • Exchange, Transfer or Assignment of Warrant This Warrant is exchangeable, without expense, at the option of the Holder, upon presentation and surrender hereof to the Company or at the office of its stock transfer agent, if any, for other Warrants of different denominations, entitling the Holder or Holders thereof to purchase in the aggregate the same number of shares of Common Stock purchasable hereunder. Upon surrender of this Warrant to the Company or at the office of its stock transfer agent, if any, with the Assignment Form annexed hereto duly executed and funds sufficient to pay any transfer tax, the Company shall, without charge, execute and deliver a new Warrant in the name of the assignee named in such instrument of assignment and this Warrant shall promptly be canceled. This Warrant may be divided or combined with other Warrants that carry the same rights upon presentation hereof at the office of the Company or at the office of its stock transfer agent, if any, together with a written notice specifying the names and denominations in which new Warrants are to be issued and signed by the Holder hereof.

  • Certificate Transfer Restrictions The Certificates may not be acquired by or for the account of (i) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of the Code or (iii) any entity whose underlying assets include plan assets by reason of a plan's investment in the entity (each, a "Benefit Plan"). By accepting and holding a Certificate, the Holder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan.

  • 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.

  • 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.

  • 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:

  • 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 Michigan 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 Section 2.07(a). Except as otherwise provided in this Agreement, neither the Seller nor any Person claiming through or under the Seller has any claim to or interest in the Trust Assets. 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 Certificates. Upon discovery by the Seller, the Servicer, 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, any Agent 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 Investor Certificateholders, then either the Trustee or the Holders of Investor Certificates evidencing not less than a majority in aggregate unpaid principal amount of all outstanding Investor Certificates, by notice then given in writing to the Seller (and to the Trustee, any Enhancement Providers and the Servicer if given by the Investor Certificateholders), may direct the Seller to purchase the Certificateholders' 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 Distribution 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 Certificateholders' 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 Distribution Date, in payment for such purchase, an amount equal to the sum of the amounts specified therefor with respect to each outstanding Series in the related Supplement. Notwithstanding anything to the contrary in this Agreement, such amounts shall be distributed to the Investor Certificateholders on such Distribution Date in accordance with Article IV and the terms of each Supplement. If the Trustee or the Investor Certificateholders give notice directing the Seller to purchase the Certificateholders' Interest as provided above, the obligation of the Seller to purchase the Certificateholders' 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 Investor Certificateholders (or the Trustee on behalf of the Investor Certificateholders).

  • General Transfer Restrictions The right of any Holder to Transfer any Shares held by it is subject to the restrictions set forth below.

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