Transfer of MJ Japan Sample Clauses

Transfer of MJ Japan. Immediately following the Closing, Buyer shall make or cause to be made employment offers to at least three of the following four persons: Yoshiharu Naito, Sales Manxxxx, Xxxxxx Xxe, Applications Mxxxxxx, Xxkimasa Nakashima, Technixxx Xxxxxxx Xxxxxxr, and Hiroko Yoshida, Accounting Xxxxxxx (xxxx three or four employees to whom employment offers are made being the "Buyer Employees"; all other employees of MJ Japan collectively referred to as the "Remaining Employees"). Within the period that is 30 days after the Closing (the "30-Day Transfer Preparation Period"), the parties hereto will pursue a sale or other transfer (a "Transfer") to a purchaser (the "Third-Party Purchaser") of MJ Japan, as a legal entity, provided that at the time of such transfer, such entity will have only the following assets and liabilities: (1) the current lease for the office space occupied by MJ Japan; (2) the employment relationship with all or some portion of the Remaining Employees; (3) furniture and fixtures (including, without limitation, the laboratory equipment) currently used by MJ Japan; (4) the computer equipment and systems currently used by MJ Japan; (5) any lease for furniture, fixtures and equipment used by MJ Japan, and any automobile leases for automobiles used primarily by employees whose employment relationships are being transferred pursuant to clause (2) above; and
Sample 1
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Transfer of MJ Japan. Immediately following the Closing, Buyer shall make or cause to be made employment offers to at least three of the following four persons: Xxxxxxxxx Xxxxx, Sales Manager, Xxxxxx Xxx, Applications Manager, Xxxxxxxx Xxxxxxxxx, Technical Service Manager, and Xxxxxx Xxxxxxx, Accounting Manager (such three or four employees to whom employment offers are made being the “Buyer Employees”; all other employees of MJ Japan collectively referred to as the “Remaining Employees”). Within the period that is 30 days after the Closing (the “30-Day Transfer Preparation Period”), the parties hereto will pursue a sale or other transfer (a “Transfer”) to a purchaser (the “Third-Party Purchaser”) of MJ Japan, as a legal entity, provided that at the time of such transfer, such entity will have only the following assets and liabilities: (1) the current lease for the office space occupied by MJ Japan; (2) the employment relationship with all or some portion of the Remaining Employees; (3) furniture and fixtures (including, without limitation, the laboratory equipment) currently used by MJ Japan; (4) the computer equipment and systems currently used by MJ Japan; (5) any lease for furniture, fixtures and equipment used by MJ Japan, and any automobile leases for automobiles used primarily by employees whose employment relationships are being transferred pursuant to clause (2) above; and (6) all corporate books and records and other similar assets of MJ Japan (but not including the name “MJ Japan” itself) (collectively, the “Transferred Assets”). Within the Transfer Preparation Period, in anticipation of the Transfer, Buyer shall make reasonable efforts to transfer out of MJ Japan all assets and liabilities other than the Transferred Assets. If Buyer is not able to transfer out all such assets on a commercially reasonable basis, including because the accounts receivable are not easily transferred or distributed, then the parties agree that the Buyer will be allocated an appropriate portion of any proceeds from a Transfer such that Buyer is made whole for leaving such assets in MJ Japan. Definitive documentation relating to the Transfer shall be executed by the Third-Party Purchaser within the Transfer Preparation Period, and such transaction shall be consummated within the period that is 45 days after the Closing. In the event the parties consummate a Transfer in which Buyer recognizes a net profit calculated in the manner described below (the “Transfer Net Profit”), Buyer will pay t...
Sample 1
Transfer of MJ Japan. Immediately following the Closing, Buyer shall make or cause to be made employment offers to at least three of the following four persons: Xxxxxxxxx Xxxxx, Sales Manager, Xxxxxx Xxx, Applications Manager, Xxxxxxxx Xxxxxxxxx, (1) the current lease for the office space occupied by MJ Japan; (2) the employment relationship with all or some portion of the Remaining Employees; (3) furniture and fixtures (including, without limitation, the laboratory equipment) currently used by MJ Japan; (4) the computer equipment and systems currently used by MJ Japan; (5) any lease for furniture, fixtures and equipment used by MJ Japan, and any automobile leases for automobiles used primarily by employees whose employment relationships are being transferred pursuant to clause (2) above; and
Sample 1

Related to Transfer of MJ Japan

  • Transfer of Materials To facilitate the conduct of activities under the Research Plan or an Additional Research Plan, as applicable, either Party (the “Transferor Party”) may, at its election, provide Materials to the other Party (the “Transferee Party”) solely as mutually agreed by the Parties or as set forth in the Research Plan or any Additional Research Plan. All such Materials (a) will remain the sole property of the Transferor Party, (b) will be used only in the exercise if the Transferee Party’s rights or fulfillment of the Transferee Party’s obligations under this Agreement, (c) except as provided in the Research Plan or Additional Research Plan or as otherwise agreed by the Parties, (i) will remain solely under the control of the Transferee Party, (ii) will not be used or delivered by the Transferee Party to or for the benefit of any Third Party, and (iii) will not be used in research or testing involving human subjects, and (d) will be subject to all additional restrictions and obligations that the Transferor Party has identified in a written notice to the Transferee Party as being necessary for the Transferor Party to comply with its obligations to Third Parties with respect to the applicable Material, which notice is provided at or prior to the delivery of such Materials to the Transferee Party. Without limitation to ARTICLE 7, all Materials supplied under this Section 2.1.9 are supplied “as is”, with no warranties of fitness for a particular purpose, and must be used with prudence and appropriate caution in any experimental work, as not all of their characteristics may be known. Following the completion of the activities for which the applicable Materials were supplied under this Section 2.1.9 or upon the Transferor Party’s earlier request, the Transferee Party will either destroy or return to the Transferor Party, at the Transferor Party’s sole discretion, all Materials provided by the Transferor Party that are unused; provided that Vertex will have the right to retain and continue to use any Materials provided by Company that Vertex has the right to Exploit under the license granted to Vertex pursuant to Section 4.1.1.

  • Transfer of Business Where a transfer of business occurs, an Employee who worked with the old employer and who continues in the service of the new employer will be entitled to count her/his service with the old employer as service with the new employer for the purposes of this clause.

  • 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.

  • Transfer of License Notwithstanding the provisions of conditions 13.1 and 13.2, 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.

  • Transfer of Agreement Without prior written consent of the WFOE, the Existing Shareholders or the Domestic Company may not assign its rights and obligations hereunder to any third party.

  • Transfer of Membership Interest The Sole Member may Transfer any part or all of its rights and interest (including, but not limited to, its Capital Account) in the Company (each a “Membership Interest”) now owned or hereafter acquired to any Person, and the transferee of such Membership Interest shall become a Member of the Company.

  • Transfer of Technology 1. The Parties agree to exchange views and information on their law and international practices on the protection and enforcement of intellectual property rights, affecting transfer of technology. This shall, in particular, include exchanges on measures to facilitate information flows, business partnerships, and voluntary licensing and subcontracting agreements. Particular attention shall be paid to the conditions necessary to create an adequate enabling environment for technology transfer in the host countries, including issues such as the domestic legal framework and the development of human capital. 2. When measures are taken with regard to technology transfer, the legitimate interests of the intellectual property right holders shall be protected.

  • 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.

  • Transfer of Units (i) Except as expressly provided in this Agreement, a Member may not sell, exchange, transfer, assign, pledge, hypothecate or otherwise dispose of all or any portion of any of such Member's Units or any interest therein (a "Transfer") (except for a Transfer by Internet World to any Person or by any Member to a Permitted Transferee) without the written consent of the Board, which consent may be withheld for any reason. The Company shall not register any Transfer of a Member's Units or any interest therein, and any such Transfer or registration of Transfer shall be null and void, without the written consent of the Board. An assignee who has not been admitted as a Member shall be entitled only to allocations and distributions with respect to such interest in accordance with this Agreement, and shall have no right to any information or, to the fullest extent permitted by law, accounting of the affairs of the Company, shall not be entitled to inspect the books or records of the Company and shall not have any of the rights of a Member under the Act or this Agreement, but shall otherwise assume in writing prior to such Transfer, other than a pledge (in respect of which such compliance shall be required after sale or foreclosure), all obligations of the assignor hereunder as if such assignee were the assignor; no such assignment shall be valid unless the assumption of obligations described in this sentence has been executed. Neither a Transfer of Units nor the admission of the Transferee thereof as a Member shall discharge the transferor from any obligation hereunder. (ii) The restrictions contained in this SECTION 2.6(a) shall not apply with respect to any Transfer of Units or any part thereof by any Member (a) among its Affiliates, (b) to any lender to whom a Member's Units or any part thereof are assigned or pledged pursuant to a loan agreement, (c) to any Member's spouse or children or to a trust or the trustee or 8 68 trustees of a trust directly or indirectly for the benefit of the Member's spouse, children or a charitable organization, (d) to the Member's executors, administrator, testamentary trustee, legatees or beneficiaries upon the Member's death, or (e) by gift (all such transferees shall be collectively referred to as the "Permitted Transferees"); PROVIDED, that the Permitted Transferee shall execute a counterpart of this Agreement; and PROVIDED, FURTHER that the restrictions contained in this Agreement shall continue to apply to the Units after such Transfer by reference to the original Member; and PROVIDED, FURTHER, that the transferor shall remain liable for all of its obligations under this Agreement that survive.

  • Transfer of Membership Interests (a) The Member may transfer its Membership Interest, in whole but not in part, but the transferee shall not be admitted as a Member except in accordance with Section 6.07. Until the transferee is admitted as a Member, the Member shall continue to be the sole member of the Company (subject to Section 1.02) and to be entitled to exercise any rights or powers of a Member of the Company with respect to the Membership Interest transferred. (b) To the fullest extent permitted by law, any purported transfer of any Membership Interest in violation of the provisions of this Agreement shall be wholly void and shall not effectuate the transfer contemplated thereby. Notwithstanding anything contained herein to the contrary and to the fullest extent permitted by law, the Member may not transfer any Membership Interest in violation of any provision of this Agreement or in violation of any applicable federal or state securities laws.

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