Transfer of Scottish Enterprise Contractual Rights and Obligations Sample Clauses

Transfer of Scottish Enterprise Contractual Rights and Obligations. Subject to the consent of Scottish Enterprise, and as promptly as practicable after the receipt of such consent, Parent and Seller shall transfer (or cause to be transferred) to Buyer, all of the rights and interests, and Buyer shall assume the liabilities, obligations and commitments, of Parent, Seller and their Subsidiaries under that certain Master Agreement between Seller and Scottish Enterprise dated March 24, 1998, as amended (the "Master Agreement"), and all the agreements related thereto (collectively, the "Service Contract"); provided, however, that (i) Seller shall retain its obligations and continue to be bound by certain mutually agreed upon provisions of the Master Agreement and by that certain Premises Agreement between Seller and Scottish Enterprise dated March 24, 1998, that certain Methodologies and Materials License between Seller and Scottish Enterprise dated March 24, 1998, that certain Software Licence between Seller and Scottish Enterprise dated March 24, 1998 and that certain Beta Software Licence between Seller and Scottish Enterprise dated March 24, 1998 (the "Retained Obligations"); (ii) Buyer shall not assume certain mutually agreed upon obligations included among the Retained Obligations; and (iii) Parent shall retain its obligations and continue to guaranty the performance of Buyer under the Service Contract pursuant to that certain Guarantee by Parent in favor of Scottish Enterprise dated March 24, 1998.
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Transfer of Scottish Enterprise Contractual Rights and Obligations. Subject to the consent of Scottish Enterprise, and as promptly as practicable after the receipt of such consent, Cadence shall transfer (or cause to be transferred) to Symbionics Limited, a company organized under the laws of the United Kingdom and which will become an indirect wholly owned subsidiary of the Partnership ("Symbionics"), all of the rights and interests, and Symbionics shall assume the liabilities, obligations and commitments, of Cadence, Cadence UK and their Subsidiaries under that certain Master Agreement between Cadence UK and Scottish Enterprise dated March 24, 1998, as amended (the "Master Agreement"), and all the agreements related thereto (collectively, the "Service Contract"); provided, however, that (i) Cadence UK shall, and Cadence shall cause Cadence UK to, retain its obligations and continue to be bound by certain mutually agreed upon provisions of the Master Agreement and by that certain Premises Agreement between Cadence UK and Scottish Enterprise dated March 24, 1998, that certain Methodologies and Materials License between Cadence UK and Scottish Enterprise dated March 24, 1998, that certain Software License between Cadence UK and Scottish Enterprise dated March 24, 1998 and that certain Beta Software License between Cadence UK and Scottish Enterprise dated March 24, 1998 (the "Retained Obligations"); (ii) Symbionics shall not assume certain mutually agreed upon obligations included among the Retained Obligations; and (iii) Cadence shall retain its obligations and continue to guaranty the performance of Symbionics under the Service Contract pursuant to that certain Guarantee by Cadence in favor of Scottish Enterprise dated March 24, 1998.
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Related to Transfer of Scottish Enterprise Contractual Rights and Obligations

  • Transfer of Rights and Obligations 12.1 Lender has the right to transfer all or part of the right in this contract to a third party, the transferring actions do not need to acquire the consent of the borrower. If without the consent of the lender in writing, the borrower cannot transfer any right and obligations in this contract to a third party.

  • Continuing Rights and Obligations After the satisfaction and discharge of this Indenture, this Indenture will continue for (i) rights of registration of transfer and exchange, (ii) replacement of mutilated, destroyed, lost or stolen Notes, (iii) the rights of the Noteholders to receive payments of principal of and interest on the Notes, (iv) the obligations of the Indenture Trustee and any Note Paying Agent under Section 3.3, (v) the rights, obligations and immunities of the Indenture Trustee under this Indenture and (vi) the rights of the Secured Parties as beneficiaries of this Indenture in the property deposited with the Indenture Trustee payable to them for a period of two years after the satisfaction and discharge.

  • Additional Rights and Obligations If the Company issues securities in its next equity financing (other than a transaction with a strategic partner that involves a financing) within 180 days after the date hereof (the “Next Financing”) that (a) have rights, preferences or privileges that are more favorable than the terms of the Securities, such as price-based anti-dilution protection, or (b) provide all such future investors other contractual terms such as registration rights, the Company shall provide substantially equivalent rights to the Subscriber with respect to the Securities (with appropriate adjustment for economic terms or other contractual rights), subject to such Subscriber’s execution of any documents, including, if applicable, investor rights, co-sale, voting, and other agreements, executed by the investors purchasing securities in the Next Financing (such documents, the “Next Financing Documents”). Notwithstanding anything herein to the contrary, upon the execution and delivery of the Next Financing Documents by Subscriber holding a majority of the then-outstanding Securities, this Subscription Agreement (excluding any then-existing and outstanding obligations) shall be amended and restated by and into such Next Financing Documents and shall be terminated and of no further force or effect.

  • Assignment of Rights and Obligations (a) Without Owners’ prior written consent, Managing Agent shall not sell, transfer, assign or otherwise dispose of or mortgage, hypothecate or otherwise encumber or permit or suffer any encumbrance of all or any part of its rights and obligations hereunder, and any transfer, encumbrance or other disposition of an interest herein made or attempted in violation of this paragraph shall be void and ineffective, and shall not be binding upon Owners. Notwithstanding the foregoing, Managing Agent may assign its rights and delegate its obligations under this Agreement to any subsidiary of Parent so long as such subsidiary is then and remains Controlled by Parent.

  • Assignor’s Rights and Obligations Any Member who shall Transfer any Unit in a manner in accordance with this Agreement shall cease to be a Member with respect to such Units and shall no longer have any rights or privileges, or, except as set forth in this Section 10.06, duties, liabilities or obligations, of a Member with respect to such Units or other interest (it being understood, however, that the applicable provisions of Sections 6.08 and 7.04 shall continue to inure to such Person’s benefit), except that unless and until the Assignee (if not already a Member) is admitted as a Substituted Member in accordance with the provisions of Article XII (the “Admission Date”), (i) such Transferring Member shall retain all of the duties, liabilities and obligations of a Member with respect to such Units, and (ii) the Manager may, in its sole discretion, reinstate all or any portion of the rights and privileges of such Member with respect to such Units for any period of time prior to the Admission Date. Nothing contained herein shall relieve any Member who Transfers any Units in the Company from any liability of such Member to the Company with respect to such Units that may exist as of the Admission Date or that is otherwise specified in the Delaware Act or for any liability to the Company or any other Person for any materially false statement made by such Member (in its capacity as such) or for any present or future breaches of any representations, warranties or covenants by such Member (in its capacity as such) contained herein or in the Other Agreements with the Company.

  • Absolute Rights and Obligations This is a guaranty of payment and not of collection. The Guarantors’ Obligations under this Guaranty Agreement shall be joint and several, absolute and unconditional irrespective of, and each Guarantor hereby expressly waives, to the extent permitted by law, any defense to its obligations under this Guaranty Agreement and all Security Instruments to which it is a party by reason of:

  • Other Rights and Obligations 1. The Entrustor shall transfer the entrusted funds into its account for entrustment loans on a timely basis. The Lender will not commence disbursement procedures in accordance with the entrustment loan agreement and the loan contract etc. until the entrusted funds of the Entrustor have been deposited into its account for entrustment loans.

  • Rights and Obligations of Members A. No Member shall be obligated to make capital contributions to the Company except as provided in Section 9A.

  • Party B’s Rights and Obligations 1. Party B’s rights

  • Rights and Obligations Except as expressly set forth in this Agreement, no Member, in its capacity as a Member, will have any right, power or authority to transact any business in the name of the Series, participate in the management of the Series or to act for or on behalf of or to bind the Series. A Member will have no rights other than those specifically provided herein or granted by law. Except as required by the Act, no Member, solely by reason of being a member, shall be liable for the debts, liabilities, obligations or expenses of the Series.

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