TITLE AND SUPPLEMENTARY PROVISIONS Sample Clauses

TITLE AND SUPPLEMENTARY PROVISIONS. 5.1 Subject to clause 5.2 below, beneficial ownership and risk in respect of the Business Assets shall pass to Telewest UK on Completion. Title to all Business Assets which can be transferred by delivery shall pass on delivery and such delivery shall be deemed to take place at the Vendor’s registered office (or at such other place as the parties may agree) on Completion.
Sample 1Sample 2Sample 3See All (4)
AutoNDA by SimpleDocs
TITLE AND SUPPLEMENTARY PROVISIONS. 6.1 Beneficial ownership and risk in respect of the Property shall pass to Purchaser on Closing. Title to the Property shall pass to Purchaser on the date of registration of the ownership of the Property by the Purchaser. On the Closing Date, Purchaser shall take actual physical possession of the Property.
Sample 1
TITLE AND SUPPLEMENTARY PROVISIONS. Title and risk in respect of the Assets shall pass to the Purchaser on Closing. Title to all Assets which can be transferred by delivery shall pass on delivery and such delivery shall be deemed to take place at the Closing.
Sample 1
TITLE AND SUPPLEMENTARY PROVISIONS. Beneficial ownership and risk in respect of the Business Assets shall pass to the Purchaser on Completion. Title to all Business Assets which can be transferred by delivery shall pass on delivery and such delivery shall be deemed to take place at 2nd Floor, The Square, Basing View, Basingstoke, Hants XX00 0XX on Completion. Subject to the provisions of Clauses 4.3 and 4.4, each of WFSL and Xxxxxx shall following Completion be a trustee for the Purchaser in respect of all the Business Assets to be sold by it pursuant to Clause 2.2 or Clause 2.3 (as the case may be) until the same shall have been actually delivered and/or, in the case of Business Assets not capable of transfer by delivery, formally transferred or assigned to the Purchaser. Following Completion, insofar as the Business Assets comprise the benefit of Business Claims and the benefit (subject to the burden) of Contracts which cannot effectively be assigned or transferred by the Vendors to the Purchaser except by agreements of novation or without obtaining a consent, an approval, a waiver or the like from a third party: WFSL or, as the case may be, Xxxxxx shall (upon the request of the Purchaser) take all reasonable steps to procure that such Contracts are novated or the necessary Consents obtained and the Purchaser shall co-operate with WFSL for such purpose; unless or until any such Contract is so novated or assigned or any necessary Consent is obtained, WFSL or, as the case may be, Xxxxxx shall receive and hold the benefit of the relevant Contract or Claim as agent for the Purchaser and shall accordingly pay to the Purchaser promptly upon receipt any sums received by it under any such Contract or pursuant to any such Business Claim; the Purchaser shall (at the Purchaser's cost) assist WFSL to perform all the obligations of WFSL or, as the case may be, Xxxxxx under any such Contracts and indemnify WFSL or, as the case may be, Xxxxxx on an after-tax basis against all liability (and all costs reasonably incurred by WFSL or, as the case may be, Xxxxxx) arising in connection with any such Contracts; No effect shall, however, be given to sub-Clauses 4.2.2 and 4.2.3 above if there is a material risk that the relevant Contract would be treated as repudiated by the third party or if WFSL or, as the case may be, Xxxxxx would be in breach of its obligations to any third party under any such Contract if effect were given thereto. If any necessary Consent is not obtained within six (6) months after Complet...
Sample 1
TITLE AND SUPPLEMENTARY PROVISIONS. 5.1 Beneficial ownership and risk in respect of the Assets shall pass to the Purchaser on Completion. Title to all Assets which are capable of transfer by delivery shall pass on delivery and such delivery shall be deemed to take place at the Property on Completion. Subject to the provisions of clauses 5.2 and 5.3, PEL shall be a trustee for the Purchaser in respect of all the Assets until the same shall have been actually delivered and/or, in the case of Assets not capable of transfer by delivery, formally transferred or assigned to the Purchaser.
Sample 1
TITLE AND SUPPLEMENTARY PROVISIONS. 6.1 The provisions of Schedule 3 shall apply in respect of the Lease and the Leasehold Property.
Sample 1
TITLE AND SUPPLEMENTARY PROVISIONS 
Sample 1
AutoNDA by SimpleDocs

Related to TITLE AND SUPPLEMENTARY PROVISIONS

  • Supplementary Provisions 15.1 This Agreement is executed in two original copies and each Party shall keep one.

  • Amendment to Schedule I Schedule I to the Credit Agreement is hereby amended and restated in its entirety as set forth on Schedule I attached hereto.

  • Benefit of Agreement Assignments and Participations (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Lenders and the Agent and their respective successors and permitted assigns, and all subsequent holders of any of the Notes or any portion thereof.

  • Supplements and Amendments; Whole Agreement This Warrant may be amended or supplemented only by an instrument in writing signed by the parties hereto. This Warrant contains the full understanding of the parties hereto with respect to the subject matter hereof and thereof and there are no representations, warranties, agreements or understandings other than expressly contained herein and therein.

  • Amendment to Schedule The Grantor authorizes the Collateral Agent to modify this Agreement and the Assignments of Patents, without the necessity of such Grantor’s further approval or signature, by amending Schedule A hereto and the Annex to each Assignment of Patents to include any future or other Patents or Patent Licenses that become part of the Patent Collateral under Section 2 or Section 3.1.

  • Customary Provisions The Mortgage contains customary and enforceable provisions such as to render the rights and remedies of the holder thereof adequate for the realization against the Mortgaged Property of the benefits of the security provided thereby, including, (i) in the case of a Mortgage designated as a deed of trust, by trustee's sale, and (ii) otherwise by judicial foreclosure. Upon default by a Mortgagor on a Mortgage Loan and foreclosure on, or trustee's sale of, the Mortgaged Property pursuant to the proper procedures, the holder of the Mortgage Loan will be able to deliver good and merchantable title to the Mortgaged Property. There is no homestead or other exemption available to a Mortgagor which would interfere with the right to sell the Mortgaged Property at a trustee's sale or the right to foreclose the Mortgage, subject to applicable federal and state laws and judicial precedent with respect to bankruptcy and right of redemption or similar law;

  • Benefit of Agreement Assignments Participations (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, however, no Credit Party may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document (it being understood that a merger or consolidation not prohibited by this Agreement shall not constitute an assignment or transfer) without the prior written consent of all of the Lenders and provided, further, that, although any Lender may transfer, assign or grant participations in its rights hereunder, such Lender shall remain a “Lender” for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments, Loans or related Obligations hereunder except as provided in Section 13.05(b)) and the participant shall not constitute a “Lender” hereunder; and provided, further, that no Lender shall transfer, assign or grant any participation (w) to a natural person, (x) to a Competitor (unless consented to by Borrower), (y) to a Disqualified Lender (unless consented to by Borrower) or (z) under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the date for any scheduled payment on, or the final scheduled maturity of, any Loan, Note or Letter of Credit (unless such Letter of Credit is not extended beyond any applicable R/C Maturity Date (unless such Letter of Credit is required to be cash collateralized or otherwise backstopped (with a letter of credit on customary terms) to the applicable L/C Lender’s and the Administrative Agent’s reasonable satisfaction or the participations therein are required to be assumed by Lenders that have commitments which extend beyond such R/C Maturity Date)) in which such participant is participating, or reduce the rate or extend the time of payment of interest or fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant’s participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the total Commitments or Total Revolving Commitments or of a mandatory prepayment shall not constitute a change in the terms of such participation, that an increase in any Commitment (or the available portion thereof) or Loan shall be permitted without the consent of any participant if the participant’s participation is not increased as a result thereof and that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i), notwithstanding the fact that such amendment or modification actually results in such a reduction), (ii) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under this Agreement or other Credit Document to which it is a party or (iii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) supporting the Loans or Letters of Credit hereunder in which such participant is participating. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant’s rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the participant relating thereto). Subject to the last sentence of this paragraph (a), Borrower agrees that each participant shall be entitled to the benefits of Sections 5.01, and 5.06 (subject to the obligations and limitations of such Sections, including Section 5.06(b), (c) and (d) (it being understood that the documentation required under Section 5.06(b), (c) and (d) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section 13.05. To the extent permitted by law, each participant also shall be entitled to the benefits of Section 4.07 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and related interest amounts) of each participant’s interest in the Loans or other obligations under this Agreement (the “Participant Register”). The entries in the Participant Register shall be conclusive, absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. No Lender shall have any obligation to disclose all or any portion of a Participant Register (including the identity of any participant or any information relating to a participant's interest in any commitments, loans, letters of credit or its other obligations under any Credit Document) to any Person except to the extent such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. A participant shall not be entitled to receive any greater payment under Sections 5.01 or 5.06 than the applicable Lender would have been entitled to receive with respect to the participation sold to such participant, unless the entitlement to a greater payment results from any change in applicable Laws after the date the participant became a participant.

  • Amendment to Schedule A The parties agree to amend Exhibit A to reflect the most updated information regarding Funds and Shares relevant to this Agreement. The parties agree that notwithstanding Section 15.4 of this Agreement, Schedule A may be amended without an executed written amendment if an Authorized Person delivers by email to Transfer Agent’s Relationship Manager a copy of an amended and restated Schedule A, dated as of the date such amended and restated Schedule A is intended to be effective, and a member of Transfer Agent’s Relationship Management team acknowledges in a responding email that the amended and restated Schedule A has been received. To the extent Schedule A is amended to add a Fund, Fund must provide Transfer Agent with the documents listed in Section 2.2 of this Agreement in relation to such Fund on a timeline mutually agreed by the parties.

  • Patent Term Extension and Supplementary Protection Certificate Upon receiving Marketing Approval for a POZEN Product, the Parties agree to coordinate the application for any patent term extension or supplementary protection certificates that may be available. The primary responsibility of applying for any extension or supplementary protection certificate will be the Party having the right to make the application under the Applicable Law. The Party responsible for filing the application will keep the other Party fully informed of its efforts to obtain such extension or supplementary protection certificate. Each Party will provide prompt and reasonable assistance, without additional compensation, to obtain such patent extension or supplementary protection certificate. The Party filing such request will pay all expenses in regard to obtaining the extension or supplementary protection certificate.

  • Amendments; Waivers; Additional Grantors; Etc (a) No amendment or waiver of any provision of this Agreement, and no consent to any departure by any Grantor herefrom, shall in any event be effective unless the same shall be in writing and signed by the Collateral Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No failure on the part of the Collateral Agent or any other Secured Party to exercise, and no delay in exercising any right hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right.

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