Transfer of System Sample Clauses

Transfer of System. For the purpose of a transfer of a system KTI shall create a complete copy of the system in regards to KHT and transfer such copy as early as possible to an external IT-infrastructure. This external infrastructure shall be provided by the Buyer.
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Transfer of System. MBI hereby assigns, transfers and conveys outright and absolutely to CIGI all ownership, right, title and interest in and to the System and the Proprietary Marks and all elements, characteristics and property thereof, and all goodwill associated therewith, free and clear of any lien, claim, encumbrance or retained interest whatsoever, subject to and except only the following: (a) CI’s rights to operate one Restaurant pursuant to the CI License Agreement. (b) CWI’s rights to operate one Restaurant pursuant to the CWI License Agreement. (c) The Florida Partnership’s rights to operate Restaurants as licensees pursuant to the Florida License Agreement. (d) The Joint Ventures’ rights to operate Restaurants as a licensee pursuant to the Joint Venture License Agreements. (e) MBI’s contingent right of reversion specified in Section 8.5 hereof.
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Transfer of System. 7.1 In the event Customer transfers or relocates the System, all obligations under this warranty will terminate unless Customer receives the prior written consent of Philips for the transfer or relocation. 7.2 Upon any transfer or relocation, the System must be inspected and certified by Philips as being free from all defects in material, software and workmanship and as being in compliance with all technical and performance specifications. 7.3 Customer will compensate Philips for these services at the prevailing service rates in effect as of the date the inspection is performed. 7.4 Any System which is transported intact to pre-approved locations and is maintained as originally installed in mobile configurations will remain covered by this warranty. 7.5 For the Lumify Ultrasound Solution, this warranty is made only to the original purchaser of the Lumify Ultrasound Solution or, if the seller is an authorized Philips’ distributor or sub-distributor, this warranty is made to the initial end user of the Lumify Ultrasound Solution. 7.6 In either case, any subsequent sale or transfer of the Lumify Ultrasound Solution will void the warranty.
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Transfer of System. Sublicensee shall not Convey to any Person who ------------------ intends to perform Licensed Procedures, unless prior to any such Conveyance Sublicensee causes such Person to enter into with Sublicensor an agreement containing the User Covenants in the form then required by Sublicensor with respect to systems identical or similar to the System.
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Transfer of System. GR&S hereby assigns, transfers and conveys outright and absolutely to FBEC all ownership, right, title and interest in and to the System and the Proprietary Marks and all elements, characteristics and property thereof, and all goodwill associated therewith, free and clear of any lien, claim, encumbrance or retained interest whatsoever, subject to and except only the following: (a) FBEC’s rights to blending the formulation as described within the Intellectual Property Purchase Agreement, unless GR&S ceases doing business, or are disabled in being able to blend the said formula.
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Transfer of System. At the Closing, Bedford and the BCPSA agree to sell, assign, transfer, convey, and deliver to the Authority, and the Authority agrees to accept and acquire from Bedford and the BCPSA, the System, as defined herein, in its then “as is” condition, including, without limitation, the following: (a) all real property described on Exhibit B and Exhibit C attached hereto, together with any fixtures thereon, and any easements or any other interests in land owned by Bedford or the BCPSA for installation, location or operation of any portion of the System or otherwise used by Bedford or the BCPSA in operating and maintaining the System; (b) the rights of Bedford and the BCPSA under all contracts and leases relating to the System as shown on Exhibit F and Exhibit G attached hereto (to the extent that they are transferable); (c) All vehicles owned by Bedford and the BCPSA as described on Exhibit D-2 and Exhibit E; (d) All equipment and furnishings owned by Bedford and the BCPSA and described on Exhibit D-1 and Exhibit E; (e) All water and sewer systems currently owned and operated by Bedford and the BCPSA; (f) The respective Rights and Privileges of Bedford and the BCPSA; (g) All such assets [in subsections (i) through (vi)] acquired by Bedford and the BCPSA between the date of this Agreement and the Closing which are used solely as parts of the System; (h) All Federal, State and local governmental licenses, permits, and other authorizations and approvals (to the extend they are transferable) held by Bedford or the BCPSA which are necessary for or used in the operation of the System; (i) All cash in the form of customer water and sewer deposits held in the normal course of business by Bedford and the BCPSA at 12:01 a.m. on the Closing date as described in Section 6.1; (j) any and all intangible personal property of BCPSA, including cash, securities, software, accounts receivable, and judgments as of 12:01 AM on the Closing date as described in Section 6.1; (k) Any and all intangible personal property of Bedford relating to the Bedford Water and Wastewater enterprise funds including securities, software, accounts receivable and judgments (not including cash receipts received in the normal course of business and deposited in the City of Bedford General Fund) as of 12:01 a.m. on the Closing Date as described in Section 6.1
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Transfer of System 
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Related to Transfer of System

  • Transfer of Stock Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

  • Transfer of Rights This Agreement shall be binding on any successors of the parties. Neither party shall have the right to assign its interests in this Agreement to any other party, unless the prior written consent of the other party is obtained.

  • 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 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.

  • 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 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 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 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.

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