Transfer Events Sample Clauses

Transfer Events. Without limiting the foregoing, the following events constitute a Transfer:
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Transfer Events. By executing this Agreement, the Stockholder --------------- hereby agrees that all of the shares of Stock owned by the Stockholder (or held by any heir, personal representative, estate, successor or assignee of the Stockholder) shall be transferred, or deemed transferred, to the Designated Transferee (as defined below) immediately and without further action by the Stockholder upon the date of any of the following events (each a "Transfer Event"):
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Transfer Events. Licensee shall acquire, subject to Section 3.1, a perpetual right and license to access, use, execute, display, modify, market, sell, transfer, distribute, develop and sublicense the Products without restriction and notwithstanding Article 4, either: (a) upon the 156 bankruptcy (whether voluntary or involuntary and which shall not have been dismissed or a stay obtained within 60 days thereafter) of, dissolution or liquidation of, assignment for the benefit of creditors of, or imposition of a receiver with respect to, Licensor, or (b) in the event Licensor is incapable of providing to Licensee the services required by this Article 1, and such incapability continues for a period in excess of 60 days subsequent to Licensee's notice to Licensor. In such event, Licensor (or its legal representative(s), as applicable) shall take all actions necessary to enable Licensee to exercise such right and license in the continuation of Licensee's business and operations, including providing to Licensee the source code and object code and all compiled web programming language that underlies the Products and all related documentation. Notwithstanding the provisions of Section 1.4 below, Licensee shall acquire all right, title and interest in and to all developments and modifications of the Products undertaken by Licensee subsequent to the occurrence of any of the events described in the first sentence of this Section.
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Transfer Events. Transfer Events" has the meaning set forth in Section 7.4(b). -----------------
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Transfer Events. 11.1 The Shareholders agree that the provisions of this Clause 11 (Transfer Events) shall apply when a Transfer Event occurs at any time. It is a “
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Transfer Events 
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Related to Transfer Events

  • Repurchase Events The Seller hereby covenants and agrees that if the Seller discovers or is notified by a Requesting Party with a Repurchase Request regarding a breach of any of the Seller’s representations and warranties contained in Section 3.02(b) at the time such representations and warranties were made, the Seller will investigate the Receivable to confirm the breach and determine if the breach materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Seller under this Section 7.02. Following a Repurchase Event, the Seller shall either (a) correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Date) after the date that the Seller became aware of or was notified and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Noteholders, the Owner Trustee, the Certificateholders and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 7.02.

  • Termination Events This Agreement may, by notice given prior to or at the Closing, be terminated:

  • Servicer Termination Events The following events will each be a “Servicer Termination Event”:

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