Transfer of Agreements. Without limiting the generality of the obligations set forth in Section 2.1(a):
(i) the Corporation 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(f), it will, and it will cause each member of the NMR Group to, assign, transfer and convey to the appropriate member of the IMS HEALTH Group all of the Corporation's or such member of the NMR Group's respective right, title and interest in and to any and all IMS HEALTH Contracts;
(ii) IMS HEALTH 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(f), it will, and it will cause each member of the IMS HEALTH Group to, assign, transfer and convey to the Corporation or the appropriate member of the NMR Group all of IMS HEALTH's or such member of the IMS HEALTH Group's respective right, title and interest in and to any and all NMR Contracts;
(iii) subject to the provisions of this Section 2.1(f), any agreement to which any of the parties hereto or any of their Subsidiaries is a party that inures to the benefit of both the NMR Business and the IMS HEALTH 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 (f)(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; and
(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 ineffective or would adversely affect the rights of any party hereto so that the intended Assignee would not, in fact, ...
Transfer of Agreements. 18.1 This agreement is personal to you and you may not transfer your account or any of your rights and responsibilities under this agreement without our written consent. For business reasons we may transfer any of our rights and responsibilities under this agreement without your permission.
Transfer of Agreements. Without limiting the generality of the obligations set forth in Section 2.1(a), on or prior to the Distribution Date or as soon as reasonably practicable thereafter:
(i) the Corporation hereby agrees that, subject to the limitations set forth in this Section 2.1(f), it will, and it will cause each member of the Media Information Group to, assign, transfer and convey to the appropriate member of the New Ceridian Group all of the Corporation's or such member of the Media Information Group's respective right, title and interest in and to any and all New Ceridian Contracts;
(ii) subject to the provisions of this Section 2.1(f), any agreement to which any of the parties hereto or any of their Subsidiaries is a party that inures to the benefit of both the Media Information Business and the New Ceridian Business shall be assigned in part by the Corporation or New Ceridian, as appropriate, so that each party shall be entitled to the rights and benefits inuring to its business under such agreement; and
(iii) 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 (f) (ii), 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.
Transfer of Agreements. 1. This agreement is personal to you and you may not transfer your account or any of your rights and responsibilities under this agreement without our written agreement. For business reasons we and/or Virgin Media Payments may transfer any of our rights and responsibilities under this agreement without your permission as long as we ensure that the transfer will not affect your rights under this agreement in a negative way.
Transfer of Agreements. (i) CLSI hereby agrees that on or prior to the date on which it is dissolved, subject to the limitations set forth in this Section 2.02(i), it will assign, transfer and convey to Covance all of CLSI's rights and obligations under (a) the Capital Contribution Agreement and Shareholder Agreement dated February 22, 1995 among Corning BioPro Inc., CLSI, Xxxxxxx Xxxxxxx, Xx. Xxxx Xxxxxxxx, Xxxxxx X. Xxxxxxxx and Xx. Xxxx Xxxxxx, (b) any and all existing stock option agreements between CLSI, Corning Bio Inc. and individual employees of Corning Bio Inc., (c) the Registration Agreement dated as of February 22, 1995 by and between Corning BioPro Inc. and CLSI, (d) the Joint Escrow Instructions dated February 22, 1995 by and between Corning BioPro Inc., CLSI, Xxxxxx X. Xxxxxxxx and the Escrow Agent named therein, and (e) the Joint Escrow Instructions dated February 22, 1995 by and between Corning BioPro Inc., CLSI, Xx. Xxxx Xxxxxxxx and the Escrow Agent named therein. CLSI hereby further agrees that on or prior to the date on which it is dissolved, subject to the limitations set forth in this Section 2.02(i), it will assign, transfer and convey to Corning all of its rights and obligations under the lease agreement dated October 5, 1995 between 2154 Trading Corporation and CLSI with respect to 00 Xxxxxxxxxxxx Xxxx, Xxxxx Xxxxxx Xxxxx, Xxx Xxxxxx and a sublease to National Imaging Associates with respect to a portion of such premises. CCL 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 2.02(i), it will assign, transfer and convey to Corning all of CCL's rights and obligations under the Asset Transfer Agreement dated as of May 2, 1994, as amended, among CCL, International Technology Corporation, IT Corporation and Quanterra Incorporated and the related closing documents thereunder, including without limitation the General Instrument of Assignment and Assumption dated June 28, 1994 between CCL and Quanterra Incorporated. Corning 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 2.02(i), it will assign, transfer and convey to Covance all of Corning's rights and obligations under that certain Registration Agreement dated as of February 22, 1995 by and between Corning, Xx. Xxxx Xxxxxx, Xx. Xxxx Xxxxxxxx, Xxxxxx X. Xxxxxxxx and Xxxxxxx Xxxxxxx.
(ii) The assign...
Transfer of Agreements. (i) 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(f), GranCare will, and it will cause the Pharmacy Subsidiaries to, assign, transfer and convey to SNFCo or such SNFCo Subsidiary as SNFCo may designate, all of GranCare's or such Pharmacy Subsidiary's respective right, title and interest in and to any and all agreements that do not relate primarily to the Institutional Pharmacy Business, to the extent such agreements were not previously so transferred in connection with the transactions contemplated by Section 2.1(a) hereof.
(ii) 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 and shall indemnify the assignor against any and all liabilities in connection therewith.
(iii) Notwithstanding anything in this Distribution Agreement to the contrary, this Distribution 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 any attempted assignment, without the consent of a third party, would constitute a breach thereof or in any way adversely affect the rights of the Assignee thereof; provided, however, that the provisions of Section 2.6 shall be applicable thereto.
Transfer of Agreements. With respect to, Subcontracts, Supplier Contracts, and contracts for any other third-party services applicable to the terminated Services, Company shall have the right to have Confidential 37 Note: Redacted portions have been marked with [*]. The redacted portions are subject to a request for confidential treatment that has been submitted to the Securities and Exchange Commission. such contracts assigned to Company provided that Company assumes all ongoing obligations under such contracts from and after the effective date of such assignment. With respect to Third Party Intellectual Property used by Provider in connection with the performance of the Services that are subject to Termination Assistance Services, during the Termination Assistance Period, Provider shall, at the request of Company, assign the licenses of such Third Party Intellectual Property to Company or its designee, provided that: (i) Provider shall have the right to assign such licenses or contracts, and (ii) Company shall assume all future contractual responsibility and liability under such licenses and contracts, including payment of future license fees, maintenance fees and other charges. In connection with any license or contract transfer under this Paragraph, Company shall pay any transfer fees that the Parties were unable to avoid through reasonable good faith efforts, unless otherwise set forth in an Order.
Transfer of Agreements. Without limiting the generality of the obligations set forth in Section 2.1(a):
(i) the Corporation 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(f), it will, and it will cause each member of the RHD Group to, assign,
Transfer of Agreements. (i) To the extent that (A) the applicable Law of any jurisdiction, (B) any applicable collective bargaining agreement or other applicable agreement with a works council or economic committee, or (C) any applicable employment agreement, would require Acquiror or its Affiliates to provide any more favorable terms of employment to any Transferred Employee than those otherwise provided for by this Section 5.03 (or extend the period of time for which such standards are met), in connection with the sale of the Rochas Business to Acquiror, then Acquiror will, or will cause one of its Subsidiaries to, provide such Transferred Employee with such more favorable term, and otherwise provide terms of employment in accordance with this Section 5.03.
(ii) Acquiror and Seller agree that to the extent provided under the applicable Laws, (A) any employment agreements between Seller and its Affiliates, on the one hand, and any Transferred Employee, on the other hand, and (B) any collective bargaining agreements applicable to the Transferred Employees in such jurisdictions, will in each case be in effect and be binding upon Acquiror after the Closing as if originally made between Acquiror and the other parties to such employment agreement or collective bargaining agreement.
Transfer of Agreements. Seller shall have transferred or assigned those Contracts identified on SCHEDULE 7.2(h).
