TRANSFER OF ASSETS; LICENSE Sample Clauses

TRANSFER OF ASSETS; LICENSE. AND SUBLICENSE 5 2.1 Purchase and Sale of Assets 5 (a) Patents 5 (b) Licensed IP and Know-How 5 (c) Trademark Registrations 6 TABLE OF CONTENTS (continued) Page (d) Copyrights 6 (e) Registrations 6 (f) Product-Specific Manufacturing Information 6 (g) Non Product-Specific Manufacturing Information 6 (h) Research and Development Materials 7 (i) Marketing and Promotional Documents 7 (j) Worldwide Safety Reports 7 (k) Clinical Data 7 (l) Tangible Assets 7 (m) Domain Names 7 (n) Product Inventory 7 (o) Packaging Inventory 7 (p) Raw Materials and WIP 8 (q) Assumed Contracts 8 (r) Books and Records 8 (s) Customer Orders 8 2.2 Excluded Assets 8 2.3 Assumed Liabilities 8 2.4 Excluded Liabilities 9 2.5 Risk of Loss 9 2.6 Taxes 10 ARTICLE 3 CONSIDERATION 10 3.1 Purchase Price 10 3.2 Method of Payment 10 3.3 Allocation of Purchase Price 10 3.4 Product Inventory, Raw Materials and WIP Adjustment 10
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Related to TRANSFER OF ASSETS; LICENSE

  • Transfer of Assets Sell, transfer, lease, or otherwise dispose of any of its assets, except in the ordinary course of business.

  • Use and Reversion of Assets The use and disposition of real property and equipment under this Agreement shall be in compliance with the requirements of 24 CFR Part 84 and 24 CFR 570.502, 570.503, and 570.504, as applicable, which include but are not limited to the following:

  • Sale of Assets The Company or the Bank sells to a third party all or substantially all of its assets.

  • Disposition of Assets To sell, exchange, lend, pledge, mortgage, hypothecate, write options on and lease any or all of the assets of the Trust;

  • No Transfer of License This license is personal to you and may not be sublicensed, assigned, or transferred by you to any other person without publisher's written permission.

  • REVERSION OF ASSETS (a) Upon expiration of the term of this Agreement, or upon any prior termination, Subrecipient shall transfer to City any funds provided hereunder which are on hand at the time of expiration or termination.

  • Transfer of License Notwithstanding the provisions of conditions 17.1 and 17.2, if Customer sells or transfers the Equipment in which the Software operates, Kodak shall offer to license the Software, and to provide services, to any bona fide end user (“Transferee”) pursuant to Kodak’s then current standard terms, conditions and fees, provided that the Transferee is not considered, in Kodak’s discretion, a competitor of Kodak or its parent, affiliates or subsidiaries. To the extent that the Software is licensed to a Transferee in accordance with this condition, Customer’s license to use the Software shall be deemed terminated. Kodak shall offer to provide de-installation services for the Customer and re-installation and certification for the Equipment and Software and services for the Transferee at Kodak’s then current applicable fees.

  • Purchase of Assets 11 3.1 Assets Purchased by Assuming Institution 11

  • Transfer of Property On the date set forth above, the Grantor transferred to the Trust Estate and assets described in Attachment A which is attached and incorporated into the Trust. The Grantor or someone acting on the Grantor’s behalf may transfer property, during the life of the Grantor or by the Grantor’s Will, to the Trust and list such property on Attachment A. The Grantor, along with any other individual, may transfer property to the ownership of the Trust. Property may be added to the Trust by writing in Attachment A, by attached receipt, or by placing the property under the ownership of the Trust. Attachment A is for reference only, and any property transferred to the Trust formally or informally, but not listed on Attachment A, is also part of the Trust. All property transferred to the Trust formally or informally, together with the investments and reinvestments, as well as any income earned is sometimes collectively referred to herein as the "Trust Estate". All property transferred to or deposited with the Trustee shall be held by it in trust for the uses and purposes stated herein.

  • TRANSFER OF RIGHTS IN THE PROPERTY This Security Instrument secures to Lender (i) the repayment of the Loan, and all renewals, extensions, and modifications of the Note, and (ii) the performance of Borrower’s covenants and agreements under this Security Instrument and the Note. For this purpose, Borrower irrevocably grants and conveys to Trustee, in trust, with power of sale, the following described property located in the ___________________________________ of _________________________________: [Type of Recording Jurisdiction] [Name of Recording Jurisdiction] which currently has the address of__________________________________________________ [Street] _____________________________, Washington ___________________ (“Property Address”); [City] [Zip Code] TOGETHER WITH all the improvements now or subsequently erected on the property, including replacements and additions to the improvements on such property, all property rights, including, without limitation, all easements, appurtenances, royalties, mineral rights, oil or gas rights or profits, water rights, and fixtures now or subsequently a part of the property. All of the foregoing is referred to in this Security Instrument as the “Property.” BORROWER REPRESENTS, WARRANTS, COVENANTS, AND AGREES that: (i) Borrower lawfully owns and possesses the Property conveyed in this Security Instrument in fee simple or lawfully has the right to use and occupy the Property under a leasehold estate; (ii) Borrower has the right to grant and convey the Property or Borrower’s leasehold interest in the Property; and (iii) the Property is unencumbered, and not subject to any other ownership interest in the Property, except for encumbrances and ownership interests of record. Borrower warrants generally the title to the Property and covenants and agrees to defend the title to the Property against all claims and demands, subject to any encumbrances and ownership interests of record as of Loan closing. THIS SECURITY INSTRUMENT combines uniform covenants for national use with limited variations and non-uniform covenants that reflect specific Washington state requirements to constitute a uniform security instrument covering real property. UNIFORM COVENANTS. Borrower and Lender covenant and agree as follows:

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