Transfer and Assignment of Certain Agreements Sample Clauses

Transfer and Assignment of Certain Agreements. (a) Transfer and Assignment of ESI Business Agreements. On or prior to the Distribution Date, or as soon as reasonably practicable thereafter, and subject to the limitations set forth in this Section 2.06, ADA-ES shall (and, if applicable, shall cause any of the other members of its Group over which it has legal or effective direct or indirect control to), assign, transfer and convey to ESI (or such other member of the ESI Group as ESI shall direct) all of its (or such other member of its Group's) right, title and interest in and to any and all agreements that relate exclusively to the ESI Business or any member of the ESI Group. (b) Transfer and Assignment of ADA-ES Business Agreements. On or prior to the Distribution Date, or as soon as reasonably practicable thereafter, and subject to the limitations set forth in this Section 2.06, ESI shall (and, if applicable, shall cause any of the other members of its Group over which it has legal or effective direct or indirect control to), assign, transfer and convey to ADA-ES (or such other member of the ADA-ES Group as ADA-ES shall direct) all of its (or such other member of its Group's) right, title and interest in and to any and all agreements that relate exclusively to the ADA-ES Business or any member of the ADA-ES Group.
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Transfer and Assignment of Certain Agreements. (a) TRANSFER AND ASSIGNMENT OF ENERGY BUSINESS AGREEMENTS. On or prior to the Distribution Date, or as soon as reasonably practicable thereafter, and subject to the limitations set forth in this SECTION 2.06, each of Industrial Company and Shipbuilding Company shall (and, if applicable, shall cause any of the other members of its Group over which it has legal or effective direct or indirect control to), severally but not jointly, assign, transfer and convey to Tenneco (or such other member of the Energy Group as Tenneco shall direct) all of its (or such other member of its Group's) right, title and interest in and to any and all agreements that relate exclusively to the Energy Business or any member of the Energy Group. (b) TRANSFER AND ASSIGNMENT OF INDUSTRIAL BUSINESS AGREEMENTS. On or prior to the Distribution Date, or as soon as reasonably practicable thereafter, and subject to the limitations set forth in this SECTION 2.06, each of Tenneco and Shipbuilding Company shall (and, if applicable, shall cause any of the other members of its Group over which it has legal or effective direct or indirect control to), severally but not jointly, assign, transfer and convey to Industrial Company (or such other member of the Industrial Group as Industrial Company shall direct) all of its (or such other member of its Group's) right, title and interest in and to any and all agreements that relate exclusively to the Industrial Business or any member of the Industrial Group.
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Transfer and Assignment of Certain Agreements. (a) Transfers. Without limiting the generality of Section 2.02 and except --------- as otherwise expressly provided in this Agreement or the Ancillary Agreements, on or before the Distribution Date, and subject to the limitations set forth in this Section 2.04: (i) Each of SEB and IB shall (and, if applicable, shall cause any other Person over which it has direct or indirect control to), assign, transfer and convey to the appropriate member of the Health Care Systems Group all its (or such other Person's) right, title and interest in and to any and all agreements that relate exclusively to the Health Care Systems Business or any member of the Health Care Systems Group. (ii) Each of Varian and IB shall (and, if applicable, shall cause any other Person over which it has direct or indirect control to) assign, transfer and convey to the appropriate member of the Semiconductor Equipment Group all its (or such other Person's) right, title and interest in and to any and all agreements that relate exclusively to the Semiconductor Equipment Business or any member of the Semiconductor Equipment Group. (iii) Each of Varian and SEB shall (and, if applicable, shall cause any other Person over which it has direct or indirect control to) assign, transfer and convey to the appropriate member of the Instruments Group all its (or such other Person's) right, title and interest in and to any and all agreements that relate exclusively to the Instruments Business or any member of the Instruments Group.
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Transfer and Assignment of Certain Agreements. Without limiting the generality of the obligations set forth in Sections 2.1(a) and (b): (i) InfoCure hereby agrees that on or prior to the Distribution Date or as soon as reasonably practicable thereafter, subject to the limitations set forth in this Section 2.1(h), it will, and it will cause each member of the InfoCure Group to, assign, transfer and convey to the appropriate member of the PracticeWorks Group all of InfoCure's or such member of the InfoCure Group's respective right, title and interest in and to any and all Contracts that relate primarily to the PracticeWorks Business. (ii) PracticeWorks hereby agrees that on or prior to the Distribution Date or as soon as reasonably practicable thereafter, subject to the limitations set forth in this Section 2.1(h), it will, and it will cause each member of the PracticeWorks Group to, assign, transfer and convey to the appropriate member of the InfoCure Group all of PracticeWorks' or such member of the PracticeWorks Group's respective right, title and interest in and to any and all Contracts that do not relate primarily to the PracticeWorks Business. (iii) Subject to the provisions of this Section 2.1(h), any agreement to which any of the parties hereto or any of their Subsidiaries is a party that inures to the benefit of more than one of the InfoCure Business and PracticeWorks Business shall be assigned in part so that each party shall be entitled to the rights and benefits inuring to its business under such agreement. (iv) The assignee of any agreement assigned, in whole or in part, hereunder (an "Assignee") shall assume and agree to pay, perform, and fully discharge all obligations of the assignor under such agreement or, in the case of a partial assignment under paragraph (iii), such Assignee's related portion of such obligations as determined in accordance with the terms of the relevant agreement, where determinable on the face thereof, and otherwise as determined in accordance with the practice of the parties prior to the Distribution. (v) Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any agreement, in whole or in part, or any rights thereunder if the agreement to assign or attempt to assign, without the consent of a Third Party, would constitute a breach thereof or in any way adversely affect the rights of the assignor or Assignee thereof. Until such consent is obtained, or if an attempted assignment thereof would be ineffecti...
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Transfer and Assignment of Certain Agreements. (a) TRANSFER AND ASSIGNMENT OF PARENT BUSINESS AGREEMENTS. On or prior to the Distribution Date, or as soon as reasonably practicable thereafter, and subject to limitations set forth in this SECTION 2.06, Spin Company shall (and, if applicable, shall cause any of the other members of its Group over which it has legal or effective direct or indirect control to), assign, transfer and convey to Parent (or such other member of the Parent Group as Parent shall direct) all of its (or such other member of its Group's) right, title and interest in and to any and all agreements that relate exclusively to the Parent Business or any member of the Parent Group. (b) TRANSFER AND ASSIGNMENT OF SPIN COMPANY BUSINESS AGREEMENTS. On or prior to the Distribution Date, or as soon as reasonably practicable thereafter, and subject to the limitations set forth in this SECTION 2.06, Parent shall (and, if applicable, shall cause any of the other members of its Group over which it has legal or effective direct or indirect control to), assign, transfer and convey to Spin Company (or such other member of the Spin Company Group as Spin Company shall direct) all of its (or such other member of its Group's) right, title and interest in and to any and all agreements that relate exclusively to the Spin Company Business or any member of the Spin Company Group.
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Transfer and Assignment of Certain Agreements. Without limiting the generality of the obligations set forth in Sections 2.1(a) through (e) above: (i) InfoCure hereby agrees that on or prior to the Distribution Date or as soon as reasonably practicable thereafter, subject to the limitations set forth in this Section 2.1(i), it will, and it will cause each member of the InfoCure Group to, assign, transfer and convey to the appropriate member of the PracticeWorks Group all of InfoCure's or such member of the InfoCure Group's respective right, title and interest in and to any and all Contracts that relate primarily to the PracticeWorks Business. (ii) PracticeWorks hereby agrees that on or prior to the Distribution Date or as soon as reasonably practicable thereafter, subject to the limitations set forth in this Section 2.1(i), it will, and it will cause each member of the PracticeWorks Group to, assign, transfer and convey to the appropriate member of the InfoCure Group all of PracticeWorks' or such member of the PracticeWorks Group's respective right, title and interest in and to any and all Contracts that do not relate primarily to the PracticeWorks Business. (iii) Subject to the provisions of this Section 2.1(i), any agreement to which any of the parties hereto or any of their Subsidiaries is a party that inures to the benefit of more than one of the InfoCure Business and PracticeWorks
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Transfer and Assignment of Certain Agreements. (a) TRANSFER AND ASSIGNMENT OF TMP BUSINESS AGREEMENTS. Subject to the limitations set forth in this Section 2.06 and in Section 2.16, HHGI hereby, on behalf of itself and any of the other members of its Group over which it has, or upon completion of the Corporate Restructuring Agreements contemplated by this Agreement will have, legal or effective direct or indirect control, assigns, transfers and conveys to TMP (or such other member of the TMP Group as TMP shall direct) all of its (or such other member of its Group's) right, title and interest in and to any and all agreements that relate exclusively to the TMP Business or any member of the TMP Group.
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Transfer and Assignment of Certain Agreements 
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Related to Transfer and Assignment of Certain Agreements

  • Transfer and Assignment Party A may assign or transfer any of its rights or delegate any of its duties hereunder to any Affiliate of Party A that has a long-term issuer rating or a rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than Party A’s credit rating at the time of such assignment or transfer so long as (a) such assignee or transferee is organized under the laws of the United States or any State thereof; (b) Party B will not be required to pay to such assignee or transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which Party B would have been required to pay Party A in the absence of such assignment or transfer; (c) Party B will not receive a payment from which an amount has been withheld or deducted on account of a Tax under Section 2(d)(i) of the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; and (d) no Event of Default, Potential Event of Default, Termination Event, Potential Adjustment Event or Acceleration Event will occur as a result of such assignment or transfer. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B to the extent of any such performance.

  • Termination of Certain Agreements On and as of the Closing, the Company shall take all actions necessary to cause the Contracts listed on Schedule 6.04 to be terminated without any further force and effect and without any cost or other liability or obligation to the Company or any of its Subsidiaries, and there shall be no further obligations of any of the relevant parties thereunder following the Closing.

  • Transfers and Assignments You cannot assign or transfer any interest in your account unless we agree in writing.

  • Transfer and Assignment of Interests With the exception of transfers between family members, stated in 6.3, Members who wish to transfer, assign, convey or sell their Membership Interest must obtain unanimous written approval from the other Members. The other Members may approve or reject this request in their sole discretion.

  • Modification of Certain Agreements Each Credit Party will not, and will not permit any of its Subsidiaries or Affiliates to, consent to any amendment, supplement, waiver or other modification of, or enter into any forbearance from exercising any rights with respect to the terms or provisions contained in (a) any Organization Documents of a Credit Party, in each case, other than any amendment, supplement, waiver or modification or forbearance that could not reasonably be expected to be materially adverse to the interests of the Secured Parties (except with the consent of the Required Lenders) or if required by law, (b) any document, agreement or instrument evidencing or governing any Indebtedness that has been subordinated to the Obligations in right of payment or secured by any Liens that have been subordinated in priority to the Liens of Agent unless such amendment, supplement, waiver or other modification is permitted under the terms of the subordination or intercreditor agreement applicable thereto or could not reasonably be expected to be materially adverse to the interests of the Secured Parties (it being understood that the foregoing shall not prohibit the refinancing, replacement or exchange of such Indebtedness), or (c) the Acquisition Agreement and the Ancillary Agreements (as defined in the Acquisition Agreement) (collectively, the “Acquisition Documents”), in each case, other than any amendment, supplement, waiver or modification or forbearance that could not reasonably be expected to be adverse to the interests of the Secured Parties (except with the consent of the Required Lenders); provided, that, any amendment, supplement, waiver or modification or forbearance of the Acquisition Documents such that any Credit Party or any of their Subsidiaries become directly or indirectly liable with respect to the Deferred Purchase Price shall be deemed adverse to the interests of the Secured Parties.

  • Absence of Certain Agreements Neither Parent nor any of its Affiliates has entered into any agreement, arrangement or understanding (in each case, whether oral or written), or authorized, committed or agreed to enter into any agreement, arrangement or understanding (in each case, whether oral or written), pursuant to which: (i) (A) any stockholder of the Company (other than Parent and its Affiliates) would be entitled to receive consideration of a different amount or nature than the Per Share Merger Consideration, (B) except as set forth in Section 6.13, any stockholder of the Company agrees to vote to adopt this Agreement or the Merger or any stockholder of the Company agrees to vote against any Superior Proposal; or (ii) any current employee of the Company has agreed to (x) remain as an employee of the Company or any of its Subsidiaries following the Effective Time (other than pursuant to any employment Contracts in effect as of the date of this Agreement), (y) contribute or rollover any portion of such employee’s Shares, Company Stock Options, Company Restricted Stock and/or Phantom Stock Units to the Company or its Subsidiaries or Parent or any of its Affiliates or (z) receive any capital stock or equity securities of the Company or any of its Subsidiaries or Parent or any of its Affiliates.

  • Successors and Assigns; Assignment of Servicing Agreement This Agreement shall bind and inure to the benefit of and be enforceable by the Servicer, the Seller, the NIMS Insurer and the Master Servicer and their respective successors and assigns. This Agreement shall not be assigned, pledged or hypothecated by the Servicer to a third party except in accordance with Section 7.03 and shall not be assigned, pledged or hypothecated by the Seller without the prior written consent of the NIMS Insurer except as to the extent provided in Section 9.12.

  • Successors and Assigns; Assignment of Agreement This Agreement shall bind and inure to the benefit of and be enforceable by the Primary Servicer and the Master Servicer and the respective successors and assigns of the Primary Servicer and the Master Servicer. This Agreement shall not be assigned, pledged or hypothecated by the Primary Servicer to a third party except as otherwise specifically provided for herein. If the Master Servicer shall for any reason no longer act in such capacity under the Pooling and Servicing Agreement (including, by reason of Servicer Termination Event), any successor to the Master Servicer under Pooling and Servicing Agreement (including the Trustee if the Trustee has become such successor pursuant to Section 7.02 of the Pooling and Servicing Agreement) may thereupon assume all of the rights and, except to the extent they arose prior to the date of assumption, obligations of the Master Servicer under this Agreement.

  • Successors and Assigns; Assignment of Purchase Agreement This Agreement shall bind and inure to the benefit of and be enforceable by the Seller and the Purchaser and the respective permitted successors and assigns of the Seller and the successors and assigns of the Purchaser. This Agreement shall not be assigned, pledged or hypothecated by the Seller to a third party without the prior written consent of the Purchaser, which consent may be withheld by the Purchaser in its sole discretion. This Agreement may be assigned, pledged or hypothecated by the Purchaser in whole or in part, and with respect to one or more of the Mortgage Loans, without the consent of the Seller. There shall be no limitation on the number of assignments or transfers allowable by the Purchaser with respect to the Mortgage Loans and this Agreement. In the event the Purchaser assigns this Agreement, and the assignee assumes any of the Purchaser's obligations hereunder, the Seller acknowledges and agrees to look solely to such assignee, and not to the Purchaser, for performance of the obligations so assumed and the Purchaser shall be relieved from any liability to the Seller with respect thereto.

  • Transfer/Assignment (A) Subject to compliance with clause (B) of this Section 7, this Warrant and all rights hereunder are transferable, in whole or in part, upon the books of the Company by the registered holder hereof in person or by duly authorized attorney, and a new warrant shall be made and delivered by the Company, of the same tenor and date as this Warrant but registered in the name of one or more transferees, upon surrender of this Warrant, duly endorsed, to the office or agency of the Company described in Section 3. All expenses (other than stock transfer taxes) and other charges payable in connection with the preparation, execution and delivery of the new warrants pursuant to this Section 7 shall be paid by the Company. (B) The transfer of the Warrant and the Shares issued upon exercise of the Warrant are subject to the restrictions set forth in Section 4.4 of the Purchase Agreement. If and for so long as required by the Purchase Agreement, this Warrant shall contain the legends as set forth in Section 4.2(a) of the Purchase Agreement.

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