Transfer of Other Agreements Sample Clauses

Transfer of Other Agreements. On or before the conclusion of the term of the Transition Services Agreement, and subject to the receipt of any third party waiver, consent or approval and subject to any required approval by the Chapter 11 Court, at Buyers’ option and in Buyers’ sole discretion, Seller shall transfer or assign (or cause to be transferred and assigned) to Buyers or its Subsidiaries or Affiliates any third party agreement or third party service other than those subject to Section 5.10(c) (including, by way of example, agency agreements, if any) entered into or received by Seller or its Subsidiaries or Affiliates that is primarily used in the operation of the businesses by the Companies and their Subsidiaries; to the extent that there are any costs payable to a third party to consent to such transfer or assignment, such costs shall be borne by Buyers. With respect to any agreement or third party service that is primarily used by Seller or its Subsidiaries or Affiliates in the operation of their businesses that is also used in the operation of the businesses of the Companies and their Subsidiaries, Seller will notify Buyers as promptly as practicable after the date of this Agreement and the parties shall work together to determine whether the parties can continue to jointly use such agreement or third party service upon Closing; if such agreement or third party service cannot be jointly used upon Closing, then, at Buyers’ sole option and in Buyers’ sole discretion, the parties shall obtain alternative sources therefor as of Closing or Seller shall provide the benefits of such agreement or such third party service as a Corporate Service, subject to Section 5.7(h) of this Agreement. Notwithstanding the foregoing, it is the stated intention of the parties that Buyers or the Companies or their Subsidiaries shall obtain, either by transfer or assignment from Seller or its Subsidiaries or Affiliates or from other sources acceptable to Buyers in their sole discretion, all third agreements and third party services that are primarily used in the operation of the businesses by the Companies and their Subsidiaries or that are material to the operation of the businesses of the Companies and their Subsidiaries.
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Related to Transfer of Other Agreements

  • Termination of Other Agreements This Agreement sets forth the entire understanding of the parties hereto with respect to the Option and Option Shares, and supercedes all prior arrangements or understandings among the parties regarding such matters.

  • Effect of Other Agreements Notwithstanding any provision herein to the contrary, in the event of any inconsistency between this Section 6 and any employment, severance or change in control agreement between you and the Company or a similar plan or arrangement sponsored or maintained by the Company in which you participate, the terms of such employment, severance or change in control agreement or similar plan or arrangement shall control.

  • Compliance with Other Agreements Employee represents and warrants that the execution of this Agreement by him and his performance of his obligations hereunder will not conflict with, result in the breach of any provision of or the termination of or constitute a default under any agreement to which Employee is a party or by which Employee is or may be bound.

  • Transfer of Contracts 33.1 The contractor shall not abandon, transfer, cede assign or sublet a contract or part thereof without the written permission of the purchaser.

  • Restrictions on Other Agreements No Principal Stockholder shall, directly or indirectly, grant any proxy or enter into or agree to be bound by any voting trust, agreement or arrangement of any kind with respect to its shares of Common Stock if and to the extent the terms thereof conflict with the provisions of this Agreement (whether or not such proxy, voting trust, agreement or agreements are with other Principal Stockholders, holders of shares of Common Stock that are not parties to this Agreement or otherwise).

  • No Violation of Other Agreements Executive hereby represents and agrees that neither (i) Executive’s entering into this Agreement, (ii) Executive’s employment with the Company, nor (iii) Executive’s carrying out the provisions of this Agreement, will violate any other agreement (oral, written or other) to which Executive is a party or by which Executive is bound.

  • Transfer of Interest in Agreements The Purchaser has the right to assign its interest under this Agreement, in whole or in part, to the Trustee, as may be required to effect the purposes of the Pooling and Servicing Agreement, without the consent of the Seller, and the assignee shall succeed to the rights and obligations hereunder of the Purchaser. Any expense reasonably incurred by or on behalf of the Purchaser or the Trustee in connection with enforcing any obligations of the Seller under this Agreement will be promptly reimbursed by the Seller.

  • 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.

  • Authorization; Other Agreements The Secured Parties are hereby authorized, without notice to or demand upon any Guarantor and without discharging or otherwise affecting the obligations of any Guarantor hereunder and without incurring any liability hereunder, from time to time, to do each of the following: (a) (i) modify, amend, supplement or otherwise change, (ii) accelerate or otherwise change the time of payment or (iii) waive or otherwise consent to noncompliance with, any Guaranteed Obligation or any Loan Document; (b) apply to the Guaranteed Obligations any sums by whomever paid or however realized to any Guaranteed Obligation in such order as provided in the Loan Documents; (c) refund at any time any payment received by any Secured Party in respect of any Guaranteed Obligation; (d) (i) Sell, exchange, enforce, waive, substitute, liquidate, terminate, release, abandon, fail to perfect, subordinate, accept, substitute, surrender, exchange, affect, impair or otherwise alter or release any Collateral for any Guaranteed Obligation or any other guaranty therefor in any manner, (ii) receive, take and hold additional Collateral to secure any Guaranteed Obligation, (iii) add, release or substitute any one or more other Guarantors, makers or endorsers of any Guaranteed Obligation or any part thereof and (iv) otherwise deal in any manner with the Borrower and any other Guarantor, maker or endorser of any Guaranteed Obligation or any part thereof; and (e) settle, release, compromise, collect or otherwise liquidate the Guaranteed Obligations.

  • Certain Other Agreements The Unitholder hereby: (a) agrees to promptly notify Parent of the number of any new Securities acquired by the Unitholder after the date hereof and prior to the Expiration Date; provided that any such Securities shall automatically be subject to the terms of this Agreement as though owned by the Unitholder on the date hereof; (b) agrees to permit Parent to publish and disclose in the Joint Proxy Statement, other filings with the SEC and in the press release announcing the transactions contemplated by the Merger Agreement, the Unitholder’s identity and ownership of the Securities and the nature of the Unitholder’s commitments, arrangements and understandings under this Agreement; provided that Parent agrees that it shall only publish and disclose the ownership of the Unitholder on an aggregate basis with the Partnership Unitholders who have entered into a Partnership Support Agreement on the date hereof; and (c) shall and does authorize Parent or its counsel to notify the Partnership’s transfer agent that there is a stop transfer order with respect to all of the Securities (and that this Agreement places limits on the voting and transfer of such shares); provided that Parent or its counsel further notifies the Partnership’s transfer agent to lift and vacate the stop transfer order with respect to the Securities on the earlier of (x) following the Expiration Date and (y) the date on which the Approval is obtained.

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