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 LLC 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 LLC Agreement or in violation of any applicable federal or state securities laws.
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 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.
Transfer of Partnership Interests The foregoing power of attorney shall survive the delivery of an instrument of transfer by any Partner of the whole or any portion of or interest in its Partnership Interest, except that (i) where a Partner becomes a Former Partner, or (ii) where a Transferee of such Partnership Interest has been approved as a successor Partner and the Transferor shall thereupon cease being a Partner (all in accordance with this Agreement), then the power of attorney of the Former Partner or the Transferor Partner, as the case may be, shall survive the cessation of Partner status or the delivery of such instrument of transfer, as the case may be, for the sole purpose of enabling the attorneys-in-fact for such Former Partner or the Transferor Partner (or any of them) to execute, swear to, acknowledge and file any and all instruments necessary to effectuate or reflect such cessation, transfer and succession.
Sale or Transfer of Assets; Suspension of Business Operations The Borrower will not sell, lease, assign, transfer or otherwise dispose of (i) the stock of any Subsidiary, (ii) all or a substantial part of its assets, or (iii) any Collateral or any interest therein (whether in one transaction or in a series of transactions) to any other Person other than the sale of Inventory in the ordinary course of business and will not liquidate, dissolve or suspend business operations. The Borrower will not transfer any part of its ownership interest in any Intellectual Property Rights and will not permit any agreement under which it has licensed Licensed Intellectual Property to lapse, except that the Borrower may transfer such rights or permit such agreements to lapse if it shall have reasonably determined that the applicable Intellectual Property Rights are no longer useful in its business. If the Borrower transfers any Intellectual Property Rights for value, the Borrower will pay over the proceeds to the Lender for application to the Obligations. The Borrower will not license any other Person to use any of the Borrower’s Intellectual Property Rights, except that the Borrower may grant licenses in the ordinary course of its business in connection with sales of Inventory or provision of services to its customers.
Transfer of Optioned Interests For each exercise of the Equity Interest Purchase Option: 1.4.1 Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s); 1.4.2 Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto; 1.4.3 Party B shall execute an equity interest transfer contract with respect to each transfer with Party A and/or each Designee (whichever is applicable), in accordance with the provisions of this Agreement and the Equity Interest Purchase Option Notice regarding the Optioned Interests; 1.4.4 The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests to Party A and/or the Designee(s), unencumbered by any security interests, and cause Party A and/or the Designee(s) to become the registered owner(s) of the Optioned Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney. “Party B’s Equity Interest Pledge Agreement” as used in this Agreement shall refer to the Interest Pledge Agreement executed by and among Party A, Party B and Party C on the date hereof and any modification, amendment and restatement thereto. “Party B’s Power of Attorney” as used in this Agreement shall refer to the Power of Attorney executed by Party B on the date hereof granting Party A with power of attorney and any modification, amendment and restatement thereto.
Sale and Transfer of Assets In reliance on the representations, warranties, covenants and agreements contained herein and subject to the terms and conditions hereof, on the Closing Date (as hereinafter defined), Seller shall sell, convey, transfer and deliver to Buyer, and Buyer shall purchase from Seller, the assets, tangible and intangible, used or to be used in the Aviation Business, but expressly excluding the Excluded Assets (as defined in Section 1(b)), and including without limitation, the following (collectively, the “Assets”), free and clear of all Encumbrances: (i) all assets of the Aviation Business as reflected on Schedule B attached hereto including, but not limited to, inventory, tools, equipment, vehicles, furniture and fixtures; (ii) the right, title and interest of Aviation under the Master Lease, including leasehold improvements located on the real property leased by Seller under the Master Lease (the “Real Property”); (iii) the right, title and interest of Aviation under the customer contracts and contract rights of all kind (including, without limitation, rental contracts, hanger leases, customer service contracts, tie down agreements, capital leases for equipment, furniture, trucks and other property used in or necessary for the operation of the Aviation Business as currently conducted) listed on Schedule B attached hereto, to the extent assumable and/or assignable, which Buyer has elected to assume by written notice to Seller within five (5) business days of the date of this Agreement, which Buyer may extend for an additional five (5) day period, together with all deposits and prepaid amounts under such contracts, agreements and arrangements (collectively “Assumed Aviation Contracts”); (iv) the name “Ronson Aviation” and all other intellectual property rights and other intangible personal property owned or leased by Aviation that is used in or necessary for the conduct of the Aviation Business as currently conducted;
Transfer of Assets On the Closing Date, as defined in Section 2.1, Seller shall sell, convey, transfer, assign and deliver to Buyer, and Buyer shall purchase from Seller, all of the assets now owned by the Companies of every kind and character, real, personal, tangible, intangible or mixed, used by, or useful to, the Companies in connection with, or associated with the operation of, the Business (the "Acquired Assets"), all of which shall be distributed to Seller in connection ------------------ with the Dissolution and owned by Seller on and as of the Closing Date, free and clear of all Liens other than Permitted Liens, and shall include, but not be limited to the following: (a) All trade accounts receivable and other rights to receive payments from customers of the Business as of the Closing Date, including all trade accounts receivable representing amounts receivable in respect to rentals, products sold and/or services rendered to customers of the Business on or prior to the Closing Date, and the full benefit of all security for such accounts or debts (collectively the "Customer Receivables"), and those other accounts -------------------- receivable outstanding as of the Closing Date (the "Other Receivables" and ----------------- collectively with the Customer Receivables, the "Receivables"). True and ----------- correct lists of the Customer Receivables and the Other Receivables, including the amount owed to each of the Companies with respect to each such Receivable, as of February 28, 1999, are set forth on Schedule 1.1(a) attached hereto, with --------------- such Schedule to be updated through the last day of the month prior to the Closing Date and delivered at the Closing. (c) All owned real estate of the Companies, including land, buildings, improvements and fixtures, located in or near (i) Freeport, Texas, (ii) XxXxxxx Texas, (iii) Texas City, Texas, (iv) Port Lavaca, Texas, (v) Houston, Texas and (vi) Lake Xxxxxxxxxx, Texas (the "Owned Real Property"), the legal description ------------------- of each of which is set forth on Schedule 1.1(c). ---------------- (d) All leased real estate of the Companies, including land, buildings and improvements, all of the foregoing of which are listed on Schedule 1.1(d) --------------- (collectively the "Real Property Leases"). -------------------- (e) All of the Companies' furniture, fixtures, computer hardware and software, office equipment and supplies, phone lines and systems, and signs (interior and exterior), including all such properties and assets of the Business that have been fully depreciated or expensed, whether or not any of the foregoing are or were recorded as assets of the Companies on the books of the Companies, all as more particularly described on Schedule 1.1(e) attached hereto -------------- (collectively, the "Furniture and Fixtures"); ---------------------- (f) All of the replacement parts, inventory and operating supplies used in the operation of the Business, including all such properties and assets of the Business that have been fully depreciated or expensed, whether or not any of the foregoing are or were recorded as assets of the Companies on the books of the Companies (collectively, the "Spare Parts, Inventory and Supplies"); ----------------------------------- (g) All of the machinery and tools used in the operation of the Business, including all such properties and assets of the Business that have been fully depreciated or expensed, whether or not any of the foregoing are or were recorded as assets of the Companies on the books of the Companies, including without limitation those described on Schedule 1.1(g) attached hereto --------------- (the "Machinery and Tools"); ------------------- (h) All inspection records on the Rental Equipment, all repair and service history files with respect to the Rental Equipment, customer account histories and choices in action of the Companies or any of them, all rights of the Companies under all insurance policies and bonds covering the Rental Equipment, the Premises, the Furniture and Fixtures, the Spare Parts, Inventory and Supplies, the Machinery and Tools and the Shop Equipment and Rigging for all periods through the Effective Time; and all of the right, title and interest of the Companies in the telephone and telecopy numbers and telephone directory listings of the Companies; internet domain names, if any; and, (iii) all other intangible assets of the Companies not described above and not otherwise described on Schedule 1.1 (j) hereto (the "Intangible Assets"); --------------- ----------------- (i) All of the shop equipment and rigging of the Companies (collectively, the "Shop Equipment and Rigging"); ------------------------------ (j) All worldwide trademarks, service marks and trade names and registrations and pending applications therefore, relating to the Business, including all right, title and interest of the Companies in and to (i) the names Xxxx Equipment and Texas Matt & Rigging (all of which the Companies will cease to use from and after the Closing Date) (ii) worldwide common law and registered copyrights, patents, and patent applications (if any) (iii) common law inventions, whether patentable or not, discoveries, and improvements, and (iv) all other licenses, franchises, processes, formulae, new products and product development, trade secrets, customer lists, mailing lists, brochures, blueprints, specifications, equipment plans, manuals, engineering records and drawings, know how, sales records, marketing and promotion information, computer programs and software and computer systems, in each case owned or held by the Companies, as well as all books, documents and records relating to the foregoing and the Business (collectively the "Intellectual Property"). --------------------- (k) All leases of personal property, including without limitation those which are listed on Schedule 1.1
Transfer of Purchased Assets (a) The Purchased Assets shall be sold, conveyed, transferred, assigned and delivered, and the Assumed Liabilities shall be assumed, pursuant to transfer and assumption agreements and such other instruments in such form as may be necessary or appropriate to effect a conveyance of the Purchased Assets and an assumption of the Assumed Liabilities in the jurisdictions in which such transfers are to be made. For the avoidance of doubt, Seller and Purchaser agree that where the Purchased Assets and Assumed Liabilities may be transferred or conveyed by way of physical delivery or without the need for an instrument, such Purchased Assets or Assumed Liabilities shall be transferred or conveyed by such means. Such transfer and assumption agreements shall include a xxxx of sale in substantially the form attached hereto as Exhibit A (the “Xxxx of Sale”), an assignment and assumption agreement in substantially the form attached hereto as Exhibit B (the “Assignment and Assumption Agreement”), and assignments in substantially the form attached hereto as Exhibit C (the “Transferred Business Intellectual Property Rights Assignments”), and where necessary such other agreements as may be necessary or appropriate to effect the purchase and assignment of the Purchased Assets and Assumed Liabilities (collectively, the “Ancillary Agreements”) and shall be executed no later than at or as of the Closing by Seller or one or more of the Other Sellers, as appropriate, and Purchaser or one or more of its Designees, as appropriate. (b) Unless otherwise stated in the Transition Services Agreement, the Hosting and Co-Location Services Agreement, or the Real Property Sublease: (i) Purchaser and Seller will cooperate and share equally all costs and expenses to prepare the Purchased Assets for relocation and relocate the Purchased Assets from Business Facilities at which such Purchased Assets are then located; (ii) Purchaser and Seller shall share equally all data transfer, delivery, transmission and reformatting costs and expenses related to the acquisition of the Purchased Assets and the Transferred Business Intellectual Property Rights; and (iii) Seller and the Other Sellers agree to cooperate with Purchaser and provide Purchaser with assistance reasonably requested by Purchaser in connection with the planning and implementation of the transfer of Purchased Assets or any portion of any of them to such location as Purchaser shall designate.
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.
