We use cookies on our site to analyze traffic, enhance your experience, and provide you with tailored content.

For more information visit our privacy policy.

START DATE TRANSFER SCHEME Sample Clauses

START DATE TRANSFER SCHEME. 7.1 Subject to Clause 7.2, the Secretary of State will utilise his powers under Section 12 and Schedule 2 of the Railways Act 2005 to make one or more transfer schemes (each a “Start Date Transfer Scheme”) to take effect on the same day so as to transfer to the Franchisee the following franchise assets of a Train Operator under a Previous Franchise Agreement, being the Train Operator’s property, rights and liability in respect of the following: (a) [INSERT DETAILS]4; and (b) [INSERT DETAILS5]. 7.2 The Secretary of State’s obligation to make any Start Date Transfer Scheme will be subject to the Secretary of State being satisfied that: (a) all the conditions precedent set out in the Appendix (Conditions Precedent) to this Agreement will be satisfied (or waived) on or before the Start Date; (b) neither of the concerns in Clause 5.5(a) or Clause 5.5(b) exist on or prior to the Start Date. 7.3 The Secretary of State agrees to act reasonably in response to any request that is made by the Franchisee in accordance with Clause 7.4 to transfer to it under any Start Date Transfer Scheme any further assets and/or liabilities of a Train Operator under a Previous Franchise Agreement which are required by the Franchisee to perform its obligations under the Franchise Agreement and cannot conveniently be transferred to it by other means. 7.4 Any request made pursuant to Clause 7.3 shall be made in writing, submitted to the Secretary of State on or prior to the date falling ten (10) Weekdays prior to the Start Date or such lesser time period as the parties may agree between them, and specify in reasonable detail: (a) the assets and/or liabilities to be transferred; and (b) the terms agreed as to the proposed transfer with any party affected by the proposed transfer. 7.5 Without limiting any other obligation it may have, the Franchisee agrees to enter into the Supplemental Agreement (as defined under the Previous Franchise Agreement) with the Train Operator under the Previous Franchise Agreement.
Sample 1See All (4)
START DATE TRANSFER SCHEME. 5.1 Subject to clause 5.2 the Secretary of State will utilise his powers under Section 12 and Schedule 2 of the Railways Act 2005 to make one or more transfer schemes (each a Start Date Transfer Scheme) to take effect on the same day so as to transfer to the Franchisee the following franchise assets of a Train Operator under a Previous Franchise Agreement, being the Train Operator’s property, rights and liability in respect of the following: (a) the rights and liabilities of the Train Operator under the Previous Franchise Agreement in respect of the following agreements: (i) the Universal Licence Agreement with the Board dated 27 October 1995; (ii) the Sub-licence Deed with the Board dated 27 October 1995; (iii) the Master Software Licence with the Board dated 27 October 1995; and (iv) the Computer Services Agreement with the Board dated 27 October 1995; (b) Matterson Jacks with the following serial numbers: (i) B713323-BR62748/1; (ii) B713323-BR62748/2; (iii) B713323-BR62748/3; and (iv) B713323-BR62748/4;
Sample 1
START DATE TRANSFER SCHEME. 6.1 Subject to clause 6.2, the Secretary of State will utilise his powers under Section 12 and Schedule 2 of the Railways Xxx 0000 to make one or more transfer schemes (each a “Start Date Transfer Scheme”) to take effect on the same day so as to transfer to the Franchisee the following franchise assets of a Train Operator under a Previous Franchise Agreement, being the Train Operator’s property, rights and liability in respect of the following: (a) [INSERT DETAILS]1; and (b) [INSERT DETAILS]. 6.2 The Secretary of State’s obligation to make any Start Date Transfer Scheme will be subject to the Secretary of State being satisfied that:‌
Sample 1
START DATE TRANSFER SCHEME. 5.1 Subject to clause 5.2, the Secretary of State will utilise his powers under Section 12 and Schedule 2 of the Railways Act 2005 to make one or more transfer schemes (each a “Start Date Transfer Scheme”) to take effect on the same day so as to transfer to the Franchisee the following franchise assets of a Train Operator under the Previous Franchise Agreement relating to the TGN Franchise Services, being the Train Operator’s property, rights and future liabilities in respect of the following: (a) [Insert details of the FCC Track Access Agreement]; (b) the operating hire agreement dated [●] and entered into between First Capital Connect Limited and London & South Eastern Railway Limited in respect of certain Class 377 Units; (c) the operating hire agreement dated [●] and entered into between First Capital Connect Limited and London & South Eastern Railway Limited in respect of certain Class 319 Units; (d) the train crew trading agreement dated [●] and entered into between First Capital Connect Limited and London & South Eastern Railway Limited under which First Capital Connect Limited provides train crew to London & South Eastern Railway Limited; (e) the train crew trading agreement dated [●] and entered into between First Capital Connect Limited and London & South Eastern Railway Limited under which London & South Eastern Railway Limited provides train crew to First Capital Connect Limited; (f) a training agreement pursuant to dated [●] and entered into between First Capital Connect Limited and London & South Eastern Railway Limited under which First Capital Connect Limited provides driver training to the Franchisee on the Class 319 dual voltage traction; (g) NR Asset Purchase Agreement (for GRIP 4) dated 08 May 2012 between Network Rail Infrastructure Limited and First Capital Connect Limited, insofar as this agreement relates to the [Project] (and without prejudice to the potential for other elements of this contract to be transferred to a Successor Operator pursuant to any Transfer Scheme on expiry of the Franchise Agreement) (the “APuA”); (h) the Agreement amending the APuA - SCPF Xxxxxxxx APuA Variation No1 letter GRIP 5 dated 12 Feb 2012 (wrongly) (i) SCPF Xxxxxxxx Basic Asset Protection Agreement (“BAPA”) (for GRIP 4) undated between Network Rail Infrastructure Limited and First Capital Connect Limited; (j) SCPF Xxxxxxxx BAPA (for GRIP 5) - dated 11 March 2013 between Network Rail Infrastructure Limited and First Capital Connect Limited; (k) The Co...
Sample 1
START DATE TRANSFER SCHEME. 6.1 Subject to clause 6.2, the Secretary of State will utilise his powers under Section 12 and Schedule 2 of the Railways Act 2005 to make one or more transfer schemes (each a “Start Date Transfer Scheme”) to take effect on the same day so as to transfer to the Franchisee the following franchise assets of a Train Operator under a Previous Franchise Agreement, being the Train Operator’s property, rights and liability in respect of the following: (a) Equipment at Xxxxxx Xxxxx as follows: (i) NH0131 – NH0134 & NH0172: Somer vehicle lifting jacks and consoles (2 sets); (ii) NH503 – Air system flushing machine; (iii) Simret brake meter; (iv) Schlumberger NRN radio test box; (v) FA 01 – Forklift attachment for lifting engines; (vi) FA 02 – Forklift attachment for lifting gearboxes; (vii) FA03, F03/1 – Forklift attachment for lifting alternators; (viii) MC1 – Wheelset lifting beam; and (ix) 434/5/6/7 Bodyside lifting bracket for 142’s; (b) Equipment at Longsight as follows: (i) Simret brake meter; and
Sample 1
START DATE TRANSFER SCHEME. 7.1 Subject to Clause 7.2, the Secretary of State will utilise his powers under Section (a) [INSERT DETAILS]4; and (b) [INSERT DETAILS]5. 7.2 The Secretary of State’s obligation to make any Start Date Transfer Scheme will be subject to the Secretary of State being satisfied that: (a) all the conditions precedent set out in the Appendix (Conditions Precedent) to this Agreement will be satisfied (or waived) on or before the Start Date; (b) neither of the concerns in Clause 5.5(a) or Clause 5.5(b) exist on or prior to the Start Date. 7.3 The Secretary of State agrees to act reasonably in response to any request that is made by the Franchisee in accordance with Clause 7.4 to transfer to it under any Start Date Transfer Scheme any further assets and/or liabilities of a Train Operator under a Previous Franchise Agreement which are required by the Franchisee to perform its obligations under the Franchise Agreement and cannot conveniently be transferred to it by other means. 7.4 Any request made pursuant to Clause 7.3 shall be made in writing, submitted to the Secretary of State on or prior to the date falling ten (10) Weekdays prior to
Sample 1

Related to START DATE TRANSFER SCHEME

  • Transfer, Split Up Combination and Exchange of Rights ------------------------------------------------------ Certificates; Mutilated, Destroyed, Lost or Stolen Rights Certificates. ---------------------------------------------------------------------- (a) Subject to the provisions of Sections 7(e), 14 and 24 hereof, at any time after the Close of Business on the Distribution Date, and at or prior to the Close of Business on the Expiration Date, any Rights Certificate or Rights Certificates may be transferred, split up, combined or exchanged for another Rights Certificate or Rights Certificates, entitling the registered holder to purchase a like number of one-thousandths of a Preferred Share (or, following a Triggering Event, other securities, cash or other assets, as the case may be) as the Rights Certificate or Rights Certificates surrendered then entitled such holder to purchase. Any registered holder desiring to transfer, split up, combine or exchange any Rights Certificate or Rights Certificates shall make such request in writing delivered to the Rights Agent, and shall surrender the Rights Certificate or Rights Certificates to be transferred, split up, combined or exchanged at the office of the Rights Agent designated for such purpose. Neither the Rights Agent nor the Company shall be obligated to take any action whatsoever with respect to the transfer of any such surrendered Rights Certificate until the registered holder shall have completed and signed the certificate contained in the form of assignment on the reverse side of such Rights Certificate and shall have provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request. Thereupon the Rights Agent shall, subject to Sections 7(e), 14 and 24 hereof, countersign and deliver to the person entitled thereto a Rights Certificate or Rights Certificates, as the case may be, as so requested. The Company may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer, split up, combination or exchange of Rights Certificates. (b) Upon receipt by the Company and the Rights Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of a Rights Certificate, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to them, and, at the Company's request, reimbursement to the Company and the Rights Agent of all reasonable expenses incidental thereto, and upon surrender to the Rights Agent and cancellation of the Rights Certificate if mutilated, the Company will make and deliver a new Rights Certificate of like tenor to the Rights Agent for delivery to the registered holder in lieu of the Rights Certificate so lost, stolen, destroyed or mutilated.

  • Assignment; Change in Control 19.1 Neither Party may assign, delegate, or otherwise transfer this Agreement, or any rights, remedies, or obligations under this Agreement, (including by forward or reverse merger, consolidation, dissolution, or operation of law, and whether voluntarily or by a governmental authority’s action or order) without the prior written consent of the other Party, which consent shall not be unreasonably withheld, except that either Party may assign, delegate, or otherwise transfer this Agreement or any rights, remedies, or obligations under this Agreement without the other Party’s consent to: (i) an Affiliate; or (ii) an acquirer of all or substantially all of the equity interests, assets, or business to which this Agreement relates of the assigning Party (including by a merger, consolidation, or operation of law). Any purported assignment, delegation or other transfer in violation of this Clause 19.1 is void. You acknowledge that your assignment, delegation, or other transfer of this Agreement will not relieve you of your obligations under this Agreement. This Agreement binds and inures to the benefit of the Parties and their respective permitted assignees and successors. 19.2 You shall notify bookinglab in writing, where practicable in advance of, but in any event as soon as reasonably possible after the occurrence of, any actual or proposed change in control of you. Where such change of control results or would result in a direct competitor of JRNI or bookinglab directly or indirectly owning or controlling 50% or more of you, bookinglab shall be entitled to terminate this Agreement for cause immediately upon written notice to you.

  • Effective Date; Term This Agreement shall become effective on the date of its execution and shall remain in force for a period of two (2) years from such date, and from year to year thereafter but only so long as such continuance is specifically approved at least annually by the vote of a majority of the Trustees who are not interested persons of the Trust or the Adviser, cast in person at a meeting called for the purpose of voting on such approval, and by a vote of the Board of Trustees or of a majority of the outstanding voting securities of the Fund. The aforesaid requirement that this Agreement may be continued "annually" shall be construed in a manner consistent with the Act and the rules and regulations thereunder.

  • Effective Date; Termination Section 6.01. The following events are specified as additional conditions to the effectiveness of the Development Credit Agreement within the meaning of Section 12.01

  • EFFECTIVE DATE OF CONTRACT The contract shall come into effect on the date of signatures of both the parties on the contract and shall remain valid until the completion of the obligation of the parties under the contract. The deliveries and supplies and performance of the services shall commence from the effective date of the contract.

  • Extended Local Calling Scope Arrangement An arrangement that provides a Customer a local calling scope (Extended Area Service, “EAS”), outside of the Customer’s basic exchange serving area.

  • Assignment; Change of Control 10.3.1 Except as provided in this Section 10.3, this Agreement may not be assigned or otherwise transferred, nor may any right or obligation hereunder be assigned or transferred, by either Party without the consent of the other Party, such consent not be unreasonably withheld. Any permitted assignee under this Agreement shall assume in writing all assigned obligations of its assignor under this Agreement. All validly assigned rights of a Party shall inure to the benefit of and be enforceable by, and all validly assigned obligations of such Party shall be binding on and enforceable against, each permitted assignee of such Party; provided that such Party shall remain jointly and severally liable for the performance of the assigned obligations under this Agreement. Any attempted assignment not in accordance with this Section 10.3 shall be void. 10.3.2 Astellas may, without Ambit’s consent, assign this Agreement and all its rights and obligations hereunder in whole (but not in part) to an Astellas Affiliate, or to Astellas’s successor in interest (whether by acquisition, merger, reorganization, restructuring, asset purchase or otherwise) to all or substantially all the business or assets to which this Agreement relates. In addition, Astellas may, without Ambit’s consent, perform any or all of its obligations and exercise any or all of its rights under this Agreement through any of Astellas’s Affiliates. 10.3.3 Ambit may, without Astellas’s consent, assign this Agreement and all its rights and obligations hereunder in whole (but not in part) to Ambit’s successor in interest (whether by acquisition, merger, reorganization, restructuring, asset purchase or otherwise) to all or substantially all the business or assets to which this Agreement relates; provided, however, that Ambit shall notify Astellas promptly upon the completion of any such transaction. Further, upon any Change of Control of Ambit, Astellas shall have the right, at its sole discretion upon thirty (30) days prior written notice at any time within three (3) months after completion of such a Change of Control of Ambit, to exercise one or more of the following options: (a) Terminate any existing Co-Promotion Option that has not been exercised prior to the date of such Astellas termination; (b) Terminate any existing Co-Promotion Agreement, provided however that in the event of a termination of any applicable Co-Promotion Agreement existing as of the date of Astellas’s termination in accordance with this Section 10.3.3 based on a Change of Control of Ambit, the following shall apply from and after the effective date of such termination event(s): (i) The applicable Product(s) shall no longer constitute a Co-Promoted Product(s) under this Agreement, except that (A) the Parties shall be required to pay to one another Co-Promotion Payments in accordance with Section 3.8.5 with the applicable financial terms and conditions of this Agreement applied for purposes of calculating such payments as if such Product(s) were a Co-Promoted Product(s) hereunder; and (B) such Product(s) shall continue to be treated as a Co-Promoted Product(s) for purposes of Article 7 (including for purposes of applying defined terms used in Article 7 to give effect to the provisions thereof); (ii) Notwithstanding any other term or condition of this Agreement to the contrary, Allowed Expenses for purposes of determining such Co-Promotion Payments shall be deemed to include any and all costs (internal and out-of-pocket), whether direct or indirect, incurred to build, maintain and operate Astellas’s, its Related Party’s or subcontractors’s sales force(s) in the U.S. for the Product(s) that was the subject of the Co-Promotion Agreement, and to use such sales force(s) to Promote the Product(s) in the U.S., including any such amounts incurred to provide, support and maintain sales force managers for such sales force(s); (iii) Without limitation to the foregoing, for purposes of calculating Co-Promotion Payments, (A) any requirement that Allowed Expenses be incurred in accordance with any budget shall not apply, (B) Sections 3.8 and 3.9 shall have no further force or effect, and, for clarity, (x) Astellas shall not be under any obligations to prepare or present for Ambit’s review any Co-Promotion Plan, (y) the JCC shall be terminated, and (z) Astellas shall have no obligations to continue providing to Ambit information with respect to commercialization activities for the U.S., and (C) Astellas shall have sole control over all commercialization matters in the U.S., except that Astellas shall provide to Ambit summary reports each Calendar Quarter with respect to its commercialization activities in the U.S; (iv) For clarity, nothing contained herein is intended or shall be construed to be in derogation of Astellas’s obligations to use Commercially Reasonable Efforts to commercialize the applicable Product(s) in the U.S. as required pursuant to Section 3.6.1, or Ambit’s right to conduct audits pursuant to Section 4.6;

  • Effective Date, Term and Approval This Agreement shall become effective with respect to the Trust, if approved by the shareholders of the Trust, on the date indicated above. If so approved, this Agreement shall thereafter continue in force and effect until two years after the date indicated above, and may be continued from year to year thereafter, provided that the continuation of the Agreement is specifically approved at least annually: (a) (i) by the Board of Trustees or (ii) by the vote of "a majority of the outstanding voting securities" of the Trust (as defined in Section 2(a)(42) of the 0000 Xxx); and (b) by the affirmative vote of a majority of the trustees who are not parties to this Agreement or "interested persons" (as defined in the 0000 Xxx) of a party to this Agreement (other than as trustees of the Trust), by votes cast in person at a meeting specifically called for such purpose.

  • Closing Date and Option Closing Date Opinion of Counsel On each of the Closing Date and the Option Closing Date, if any, the Representative shall have received the favorable opinion of GM, dated the Closing Date or the Option Closing Date, as the case may be, addressed to the Representative and in form and substance reasonably satisfactory to BM, confirming as of the Closing Date and, if applicable, the Option Closing Date, the statements made by GM in their opinion delivered on the Effective Date.

  • Payment Upon Separation An employee or an employee's estate, will be paid for: 1) the number of days of annual leave, not exceeding 50 days or 400 hours that were accrued at the end of the previous calendar year and that remain unused; and 2) the number of days of annual leave that accrued during the calendar year in which the employee’s State employment terminates and that remain unused upon termination of state service at the time that the employee receives his/her pay check for the final period of work or the next pay period.

Most Referenced Clauses

Most Referenced Definitions