Transfer Obligations. On Completion, the Seller shall procure that the Relevant Sellers shall, and the Purchaser shall procure that the Relevant Purchasers shall, execute and/or deliver and/or make available Local Transfer Documents and take such steps as are required to transfer the Shares and the Group Businesses to the Relevant Purchasers.
Transfer Obligations. Immediately upon written notice of termination, -------------------- expiration or cancellation of this Agreement for any reason, VENDOR shall use its commercially reasonable efforts to transfer the Services and otherwise cooperate fully with MCG to transfer such Services, from VENDOR's facilities to MCG or to any third party maintenance or servicing provider designated by MCG in a manner that (i) minimizes the time to complete such transfer, (ii) maintains the highest quality of Services provided, and (iii) minimizes any disruption to customer requirements. Such cooperation shall include, without limitation, the following:
(i) At MCG's election, MCG may require VENDOR to continue to perform all or any portion of the Services for a period not to exceed twelve (12) months (the "Transfer Period") as part of the transfer of MCG's service and maintenance operations out of VENDOR's facilities; provided, that in the -------- event that the automatic renewal of the term of this Agreement does not occur as provided in Section 3(b), VENDOR shall provide the termination assistance under this Section 12 during the remaining term of this Agreement.
(ii) VENDOR shall make available, at the request of MCG, all appropriate employees as consultants during the Transfer Period to assist MCG in transferring the Services from VENDOR to MCG or such third party. VENDOR shall make available the highest skilled support personnel who have performed the Services to train personnel of MCG or such third party.
(iii) VENDOR shall immediately make available to MCG a machine- readable copy of all Customer Data which is in a machine-readable form and which is then in VENDOR's possession or being stored by or on behalf of VENDOR, together with all other copies of any Customer Data that may exist in any form.
(iv) VENDOR shall immediately upon MCG's request begin delivering to MCG or such third party all Technical Documentation, and Loaned Equipment then in VENDOR's possession or being stored by or on behalf of VENDOR, such transfer to be made at such time, and with respect to Parts at such times and in such quantities, to permit the orderly transfer of Services to MCG or such third party while providing VENDOR with all such items for the time and to the extent necessary for VENDOR to continue to perform the Services to the extent that MCG has required VENDOR to so perform as provided in Section 12(a)(i). Preparation and movement of the above mentioned property to VENDOR's shipping docks s...
Transfer Obligations. Carnegie recognizes that TARM’s and AMM’s transfer obligation with respect to Champinon in Section 1 ends upon the fulfillment of all terms and conditions outlined within Section 1 above. Thereafter, Carnegie is solely responsible for all regulatory, filing and any other requirements necessary to keep Champinon, and related agreements, including ongoing obligations under the Transfer Agreement, in good standing, provided that the stock share conveyance below has been completed.
Transfer Obligations. CONTRACTOR shall coordinate approval from CENTER prior to transferring any patient to any other residential setting unless a transfer is required by the patient's treatment plan or by an emergency, in which case approval for the transfer must be requested within twenty-four (24) hours. Failure to comply with the terms of this paragraph is a material
Transfer Obligations. As of the Effective Date, Debtors shall cease performance of environmental remediation and incur no costs related to environmental remediation at the Sites and Company shall commence performance of environmental remediation at the Sites. Tierra shall coordinate with the Company to provide notices to Governmental Authorities immediately upon the Effective Date and all required communications to professional service providers, consultants, and third party service providers, as follows:
2.3.1 For Sites where a Debtor is the owner, that Debtor shall ensure the extension to the Company of all necessary leases and rights of access and ingress and egress to such Site, by assignment of agreement or otherwise. For Sites where a Debtor is not the owner, but has been granted access rights to a Site, that Debtor shall assign or otherwise extend to the Company access rights and ingress and egress to such Site as provided in all existing agreements. Debtors shall be responsible for obtaining all third-party consents required for such assignment, and shall promptly provide Company with notice if after reasonable effort it is unable to secure third party consent for whatever reason. The agreements and access rights subject to Debtors’ obligation of transfer set forth in this Section 2.3.1 are identified in Exhibit C.
2.3.2 Debtors shall consent to the assignment of any engagement letters or other services agreements with professional services providers (i.e. attorneys, environmental consultants, contractors, and other advisors) (“Services Agreements”) and will agree to waive conflicts required for the Company to engage such advisors or any third party service providers, including laboratories, drilling companies, waste management companies, or any other entities who currently provide services to Tierra pertaining to the Sites. The professional services providers subject to Debtors’ obligation of transfer of Services Agreements set forth in this Section 2.3.2 are identified in Exhibit D. The form of consent, unless otherwise agreed, is attached as Exhibit E.
2.3.3 Debtors shall arrange for the transfer to the Company of any governmental authorization or permit (“Permits”) that has been issued to the Debtor and that is necessary for the ongoing remediation work at the Site. Debtors shall also notify the appropriate Governmental Authorities identified in applicable Orders of the transfer of remediation activities at the Site to Company. Debtors shall provide copies of the pr...
Transfer Obligations. Supplier’s transfer responsibilities with respect to Disengagement Assistance shall include the following:
Transfer Obligations. On the date of the Extraordinary General Meeting of the shareholders of the Company in connection with the Business Combination, as such meeting date shall be set forth in the proxy statement/prospectus to be delivered by the Company to its shareholders in connection with the Business Combination, the Company shall notify the Sponsors and Sorrento of the number of Ordinary Shares that have been redeemed by the Company’s public shareholders and the resulting number of Warrants to be transferred from the Sponsors to Sorrento pursuant to the terms of this Agreement. In connection with the Transfer, the Sponsors shall take all actions necessary to surrender the Transferred Warrants to the Warrant Agent (as defined in the Warrant Agreement) and cause such Warrant Agent to issue in exchange therefor one or more new Warrants, or book entry positions, in the name of Sorrento, including by execution and delivery by Sponsors of the warrant assignment in substantially the form attached hereto as Exhibit D with such Transfer to be effective as of and contingent upon the Closing. Upon the Transfer of the Transferred Warrants to Sorrento, Sxxxxxxx hereby agrees to be bound by terms of the Warrant Agreement.
Transfer Obligations. If any of the Shares, the Warrant or the Warrant Shares are offered, sold, transferred, pledged, hypothecated or otherwise disposed of in accordance with an exemption from the registration requirements of the Act, the Purchaser shall deliver to the Company (and to the transfer agent with respect to the Shares if so requested by the Company) prior to the time of such offer, sale, transfer, pledge or other disposition such documentation (including, without limitation, opinions of counsel) as the Company may request in connection therewith.
Transfer Obligations. Effect a novation of or otherwise transfer to any person obligations of the Grantor which arise under an Agreement or Security or otherwise; and
Transfer Obligations. Subject to Section 7.1.2 (Newly-Identified Transfer Know-How and Materials) and Section 7.1.3 (Newly-Created Transfer Know-How and Materials), promptly following the Effective Date or at such later time as reasonably determined by GNE, Xxxxxxx shall initiate a technology transfer to GNE, in accordance with the Tech Transfer Plan, for the transfer of (a) the Licensed Know-How and Inventory existing as of the Effective Date, including Kiniksa Cell Line Materials, documentation, and other Materials within the Licensed IP (such Licensed Know-How, Inventory, Kiniksa Cell Line Materials, documentation and other Materials, the “Transfer Know-How and Materials”) and (b) the regulatory data, records, correspondence, and Regulatory Filings relating to the Lead Antibody or Licensed Product, as further detailed in Section 8.2 (Regulatory Transfer), in each case, as set forth in the Tech Transfer Plan. To the extent any copies of documents or materials within the Transfer Know-How and Materials and set forth in the Tech Transfer Plan are in possession of a Kiniksa Affiliate or a Third Party, Kiniksa is solely responsible, at its own cost, to procure and provide to GNE all such Transfer Know-How and Materials, together with all rights to access and use any such Transfer Know-How and Materials in accordance with this Agreement (which may be procured or provided by letters of authorization or comparable instruments where approved by GNE). Kiniksa shall make available its personnel (and use reasonable efforts to cause its Third Party subcontractors with relevant subject matter expertise to be available) on a reasonable basis to consult with GNE with respect to the Transfer Know-How and Materials set forth in the Tech Transfer Plan. Activities of the employees and representatives of each Party in connection with such transfer or any transfer under Section 7.1.2 (Newly-Identified Transfer Know-How and Materials) or Section 7.1.3 (Newly-Created Transfer Know-How and Materials) shall be at such Party’s cost.
