TRANSFER OF NETWORK ASSETS Sample Clauses

TRANSFER OF NETWORK ASSETS. Evidence satisfactory to the Lender that the title to the Network Assets (and each of them) has been fully and effectively transferred to the Borrower, such evidence to be in the form of minutes of the meetings of the shareholders of the Borrower (in form and substance satisfactory to the Lender) providing for the transfer to the Borrower of such assets.
Sample 1
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TRANSFER OF NETWORK ASSETS. (a) For those Network Assets whose acquisition was funded by SITA SC, Equant shall pay SITA SC for such Network Assets calculated at net book value on the date of applicable Transfer and payable within 30 days (unless otherwise agreed). For those Network Assets whose acquisition was funded by Equant under the EAFA (set forth in Schedule F), then such payment shall be made under the terms of the EAFA. (b) Where it is not detrimental to SITA SC’s (or the applicable SITA Group Company’s) regulatory license, authority or status in accordance with Clause 6, Network Assets in any Country whose acquisition has been funded by Equant pursuant to the EAFA will be transferred to Equant as soon as legally possible and commercially reasonable. Any Network Assets transferred pursuant to this Clause 4.5(b) prior to the Network Transfer in the Country will be made available to SITA SC (or the applicable SITA Group Company) under the terms of a written agreement to be entered between the Parties prior to such transfer. The first such transfer of Network Assets in a Country will be made in accordance with the Prioritised Timetable Transfer Process. Thereafter such transfers will be made as agreed between the Parties. To the extent commercially reasonable, the final transfer of such Network Assets funded by Equant pursuant to the EAFA shall take place at the same time or as promptly as possible after Equant takes on full responsibility for the direct purchasing of Network Assets in accordance with Clause 4.5(c) below. (c) Equant shall take on full responsibility for the direct purchasing of Network Assets as promptly as commercially reasonable. In any event, the EAFA shall no longer apply in respect of all future orders for purchases of assets in any Country upon the date on which all or substantially all of the Network Assets have been transferred to Equant, unless: (i) it is not legally possible for Equant to do so, in which case SITA SC will continue to purchase Network Assets under the EAFA for as long as it is not so legally possible and Equant shall use commercially reasonable efforts to take such actions and obtain such consents as are required to make such direct purchasing legally possible; (ii) the staff necessary to perform the direct purchasing function have not been transferred to Equant, in which case Equant shall assume the direct purchasing function as of the date such staff are transferred or Equant otherwise has the necessary staff to carry out the function...
Sample 1

Related to TRANSFER OF NETWORK ASSETS

  • Transfer of Data The Participant consents to the Company or any Affiliate thereof processing data relating to the Participant for legal, personnel, administrative and management purposes and in particular to the processing of any sensitive personal data relating to the Participant. The Company may make such information available to any Affiliate thereof, those who provide products or services to the Company or any Affiliate thereof (such as advisers and payroll administrators), regulatory authorities, potential purchasers of the Company or the business in which the Participant works, and as may be required by law.

  • Transfer of Note Each provision of this Note shall be and remain in full force and effect notwithstanding any negotiation or transfer hereof and any interest herein to any other Holder or participant.

  • Transfer or Deletion of Student Data The Provider shall review, on an annual basis, whether the Student Data it has received pursuant to the DPA continues to be needed for the purpose(s) of the Service Agreement and this DPA. If any of the Student Data is no longer needed for purposes of the Service Agreement and this DPA, the Provider will provide written notice to the LEA as to what Student Data is no longer needed. The Provider will delete or transfer Student Data in readable form to the LEA, as directed by the LEA (which may be effectuated through Exhibit D of the DPA), within 30 calendar days if the LEA requests deletion or transfer of the Student Data and shall provide written confirmation to the LEA of such deletion or transfer. Upon termination of the Service Agreement between the Provider and LEA, Provider shall conduct a final review of Student Data within 60 calendar days. If the LEA receives a request from a parent, as that term is defined in 105 ILCS 10/2(g), that Student Data being held by the Provider be deleted, the LEA shall determine whether the requested deletion would violate State and/or federal records laws. In the event such deletion would not violate State or federal records laws, the LEA shall forward the request for deletion to the Provider. The Provider shall comply with the request and delete the Student Data within a reasonable time period after receiving the request. Any provision of Student Data to the LEA from the Provider shall be transmitted in a format readable by the LEA.

  • Certification Regarding Prohibition of Certain Terrorist Organizations (Tex Gov. Code 2270) Certification Regarding Prohibition of Boycotting Israel (Tex. Gov. Code 2271) 5 Certification Regarding Prohibition of Contracts with Certain Foreign-Owned Companies (Tex. Gov. 5 Code 2274) 5 Certification Regarding Prohibition of Discrimination Against Firearm and Ammunition Industries (Tex.

  • 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 Ownership Trust..........................................................

  • 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 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 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 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.

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