Transfer of Applicable Contracts Sample Clauses

Transfer of Applicable Contracts. At and effective as of the Closing, Sellers shall assign all their rights and delegate performance of all their duties to Refinery Buyer and Pipeline Buyer, respectively, under the contracts included in the Applicable Contracts as described in Schedules 4 and 8, respectively, and Refinery Buyer and Pipeline Buyer, as applicable, shall assume and agree to perform all duties of Sellers under each such contract. Without limitation, such assumption by Buyer includes its assumption of any termination charges associated with a termination of any such contract made after the Closing. Notwithstanding the foregoing, the contracts described in Schedules 4 and 8 as requiring notice to or consent from third parties shall not be assigned until and unless the proper notice or consent shall have been satisfied. Buyers and Sellers shall use their commercially reasonable efforts, each as to matters within its control, to satisfy such requirements as of the Closing Date. Subject to Sections 6.1(g) and 6.2(f), if any such requirement is not satisfied as of the Closing and the Closing occurs, Sellers and Buyers shall consider whether to exclude the affected contracts from the transfer hereunder or to enter into alternative arrangements with each other or with third parties, but in no event shall the Purchase Price be adjusted in respect of exclusion of any contract.
Sample 1
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Transfer of Applicable Contracts. At and effective as of the Closing, Sellers shall assign all their rights and delegate performance of all their duties to Buyer under the contracts included in the Applicable Contracts as described in Schedule 5, and Buyer shall assume and agree to perform all duties of Sellers under each such contract. Without limitation, this assumption by Buyer includes their assumption of any termination charges associated with a termination of any such contract made after the Closing. Notwithstanding the foregoing, if any contract provides that any notice to or consent by any third party is required as a condition of assignment, such contract shall not be assigned until and unless such requirements shall have been satisfied. Buyer and Sellers shall use their commercially reasonable efforts, each as to matters within its control, to satisfy such requirements as of the Closing Date. If any such requirement is not satisfied as of the Closing and the Closing occurs, Sellers and Buyer shall consider whether to exclude the affected contracts from the transfer hereunder or to enter into alternative arrangements with each other or with third parties, but in no event shall the Purchase Price be adjusted in respect of exclusion of any contract.
Sample 1

Related to Transfer of Applicable Contracts

  • Sale and Transfer of Assets Subject to the terms and conditions set forth in this Agreement, Seller agrees to sell, convey, transfer, assign, and deliver to Buyer, and Buyer agrees to purchase from Seller, all of Seller’s rights, title and interests in and to the Assets.

  • Transfer of Acquired Assets At the Closing, Seller is transferring and shall transfer to Buyer, and the Transaction Agreements are effective to vest in Buyer, good, valid and indefeasible or marketable, fee simple or leasehold, as applicable, title to the Acquired Assets, free and clear of all Liens, other than Permitted Liens.

  • Transfer of Receivables Pursuant to the Sale and Servicing Agreement, the Purchaser will assign all of its right, title and interest in, to and under the Receivables and other assets described in Section 2.1

  • Transfer of Accounts The Seller may transfer the Custodial Account or the Escrow Account to a different depository institution from time to time. Such transfer shall be made only upon obtaining the consent of the Purchaser, which consent shall not be unreasonably withheld. In any case, the Custodial Account and Escrow Account shall be Eligible Accounts.

  • Assignment and transfers by Obligors No Obligor may assign any of its rights or transfer any of its rights or obligations under the Finance Documents.

  • Transfer of Licenses Lessee shall use reasonable efforts (i) to transfer to Lessor or Lessor’s nominee all licenses, operating permits and other governmental authorizations and all contracts, including contracts with governmental or quasi-governmental entities, that may be necessary for the operation of the Hotel (collectively, “Licenses”), or (ii) if such transfer is prohibited by law or Lessor otherwise elects, to cooperate with Lessor or Lessor’s nominee in connection with the processing by Lessor or Lessor’s nominee of any applications for, all Licenses; provided, in either case, that the costs and expenses of any such transfer or the processing of any such application shall be paid by Lessor or Lessor’s nominee.

  • Assignment and Transfers Except as the Committee may otherwise permit pursuant to the Plan, the rights and interests of the Participant under this Agreement may not be sold, assigned, encumbered or otherwise transferred except, in the event of the death of the Participant, by will or by the laws of descent and distribution. In the event of any attempt by the Participant to alienate, assign, pledge, hypothecate, or otherwise dispose of the Stock Units or any right hereunder, except as provided for in this Agreement, or in the event of the levy or any attachment, execution or similar process upon the rights or interests hereby conferred, the Company may terminate the Stock Units by notice to the Participant, and the Stock Units and all rights hereunder shall thereupon become null and void. The rights and protections of the Company hereunder shall extend to any successors or assigns of the Company and to the Company’s parents, subsidiaries, and affiliates. This Agreement may be assigned by the Company without the Participant’s consent.

  • Transfer of Agreement 9.1 Unless with the prior consent from the Pledgee, the Pledgor has no right to grant or transfer any of his rights and obligations hereunder.

  • Sale and Transfer of Shares Subject to the terms and conditions of this Agreement, at the Closing, Seller shall sell, convey, assign, transfer and deliver to Purchaser all the issued and outstanding Shares, free and clear of all Encumbrances, except for any Encumbrance arising under the Securities Act or any applicable state securities laws, and Purchaser shall purchase, acquire and accept the Shares from Seller.

  • Transfer of Know-How To facilitate Licensee’s accomplishment of the responsibilities set forth in Section 4.01 above, within thirty (30) days of the Effective Date of this Agreement GenuPro shall in good faith supply Licensee with copies of the GenuPro Know-How, Lilly Know-How and Lilly Manufacturing Know-How pertinent to the development of the GenuPro Compound in the Field that GenuPro is able to provide using commercially reasonable efforts and which is in the possession of GenuPro on the Effective Date, and shall transfer to Licensee the legal title to any IND on the GenuPro Compound presently on file in GenuPro’s name with the FDA and any comparable filings in other countries of the Territory. GenuPro shall also facilitate transfer of GenuPro Compound manufacturing-related information (including any associated quality and analytical information) to Licensee from those Third Parties from which GenuPro or PPD has received quotations for manufacturing GenuPro Compound that GenuPro is not under any obligation to keep confidential from a third party. GenuPro will provide Licensee with all relevant information available and known to GenuPro or PPD concerning the safety, handling, use, disposal and environmental effects of the GenuPro Compound or as may be useful to Licensee to conduct the Project, including but not limited to any communications with regulatory agencies. [*] Confidential treatment requested; certain information omitted and filed separately with the SEC.

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