Transfer of U Sample Clauses

Transfer of U. S. BLA for In-Vivo [***] Products. 7.6.1 U.S. BLA for In-Vivo [***] Products. In advance of the anticipated date of receipt of Regulatory Approval for an In-Vivo [***] Product from the FDA in the U.S., the Parties’ regulatory teams will meet and agree on process for timely transferring over the BLA for the U.S. [***] Product following receipt of such BLA from FDA along with the necessary dossier for such Product to allow for the prompt Commercialization of such U.S. [***] Product. As soon as reasonably practicable following the date of receipt of Regulatory Approval for an In-Vivo [***] Product from the FDA in the U.S. and in accordance with the mutually agreed timetable for such transfer, which, in any event will be no later than [***] days following the date of receipt of Regulatory Approval for such In-Vivo [***] Product from the FDA in the U.S., NVS will submit a letter or other document informing the FDA that all rights to the BLA filed for such In-Vivo [***] Product have been transferred to HMI (the date of such transfer of the BLA, the “U.S. BLA Transfer Date”). NVS will transfer to HMI copies (in electronic or other format) of such BLA and any other Regulatory Submissions owned or Controlled by NVS or its Affiliates as of the U.S. BLA Transfer Date to the extent not already in HMI’s or its Affiliates possession that are exclusively related to In-Vivo [***] Products in the U.S., excluding any such data relating to any Other Components (the “Assigned Regulatory Submissions”) in accordance with the timeline mutually agreed upon by the Parties.
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Transfer of U. S.-based Delayed Employee 1.3.1 The Purchaser and the Seller shall cooperate to obtain the appropriate U.S. visa to permit the U.S.-based Delayed Employee to work in the United States for the Purchaser or the relevant member of the Purchaser’s Group (the “U.S. Visa”). 1.3.2 The parties acknowledge that the relevant member of the Purchaser’s Group has issued an Offer Letter to the U.S.-based Delayed Employee, that the employment of the U.S.-delayed Employee is conditional on the U.S.-delayed Employee being granted the U.S. Visa, and that the U.S.-based Delayed Employee has accepted the terms of the Offer Letter. 1.3.3 Upon the U.S.-delayed Employee being granted the U.S. Visa, the terms of the Offer Letter referred to in paragraph 1.3.2 shall become effective and the Seller shall immediately release, or procure that the relevant member of the Seller’s Group immediately releases, the U.S.-based Delayed Employee from her employment. 1.3.4 For the avoidance of any doubt, between Closing and the date on which the U.S.-based Delayed Employee’s employment with the Purchaser or relevant member of the Purchaser’s Group becomes effective pursuant to paragraph 1.3.3, the U.S.-based Delayed Employee shall remain an employee at will of the relevant member of the Seller’s Group, and shall provide services to the Purchaser’s Group under the Transitional Services Agreement. 1.3.5 Nothing in this paragraph 1.3: (i) shall prohibit the relevant member of the Seller’s Group from lawfully terminating for Cause the U.S.-based Delayed Employee’s employment at any time prior to the U.S.-based Delayed Employee’s employment with the Purchaser or relevant member of the Purchaser’s Group becoming effective pursuant to paragraph 1.3.3; (ii) shall restrict or otherwise limit the right of the U.S.-based Delayed Employee to voluntarily resign her employment with the Seller or relevant member of the Seller’s Group; or (iii) constitutes an employment contract between the U.S.-based Delayed Employee and the Seller or relevant member of the Seller’s Group. 1.3.6 If the U.S. Visa is not granted within six months of Closing, the Seller’s and the Purchaser’s respective rights and obligations under this paragraph 1.3 shall immediately cease unless the Seller and the Purchaser agree otherwise in writing. 1.3.7 For the purposes of this Schedule 2, “Cause” shall have the same meaning as in any applicable severance plan or policy of the Seller or, if there is no such plan or policy, any act or omiss...
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Transfer of U. S. TC to a Person in India. [Reserved].
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Transfer of U. S. SUBSIDIARY SHARES TO U.S. NEWCO. Not later than five (5) days prior to the Closing, (a) STEAG will form U.S. Newco, all of the shares of which shall be owned initially and until the Closing by STEAG, and (b) STEAG will transfer and deliver to U.S. Newco, by means of capital contribution, all of the issued and outstanding shares of capital stock of (i) STEAG RTP Systems, Inc., (ii) STEAG Electronic Systems, Inc., and (iii) STEAG Cutek, Inc. The transactions described in this Section 1.2 will be effected in such manner that (a) U.S. Newco will own all of the outstanding shares of capital stock of the U.S. STEAG Subsidiaries, (b) U.S. Newco will have no other assets or liabilities (other than its initial $100 cash capitalization and expenses incidental to its formation and the transfer to it of the U.S. STEAG Subsidiaries), and (c) STEAG will own 100% of the issued and outstanding capital stock of U.S. Newco (the "U.S. NEWCO SHARES" and, together with the Newco Shares and the Direct Subsidiary Shares, the "STEAG SHARES")."
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Transfer of U. S. STEAG
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Transfer of U. S. Supplemental Type Certificate to a Person in France. 3.3.3.4
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Transfer of U. S. Type Certificate to a Person in the Russian Federation. [Reserved.]
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Transfer of U. S. Qualified Defined Benefit Pension Plan and Related Defined Contribution Benefit Plan Assets and Liabilities. (i) Salaried Pension Plan. U.S. Purchaser or an Affiliate of U.S. Purchaser shall establish, or amend an existing pension plan, as of the Closing Date, or as soon as practicable after the Closing Date, to include, a tax-qualified defined benefit plan (a “Purchaser’s Salaried Pension Plan”) providing benefits substantially identical to those provided for salaried Employees participating in the Textron Master Retirement Plan Addendum A (“Seller’s Salaried Pension Benefit Plan”); provided, however, that the foregoing shall not be construed to limit the ability of U.S. Purchaser or such Affiliate to amend or terminate Purchaser’s Salaried Pension Plan or the benefits provided thereunder at any time or from time to time following the Closing in any manner, subject to compliance with applicable Law and Section 9.2. Subject to the transfer of assets described in Section 9.3(a)(iv), Purchaser’s Salaried Pension Plan shall assume the liabilities as of the Closing Date for the benefits of all Employees (and their eligible beneficiaries) participating in the Seller’s Salaried Pension Benefit Plan.
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Related to Transfer of U

  • 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 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.

  • 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 of Notes (a) Each Holder may Transfer up to 49% (in the aggregate) of its beneficial interest in its Note whether or not the related transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder shall not Transfer more than 49% (in the aggregate) of its beneficial interest in its Note unless (i) prior to a Securitization of any Note, the other Holders have consented to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, or (iii) such Transfer is to a Qualified Transferee. Any such transferee must assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and the Servicing Agreement. Such proposed transferee (except in the case of Transfers that are made in connection with a Securitization) shall also remake each of the representations and warranties contained herein for the benefit of the other Holders. Notwithstanding the foregoing, without the non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the related Depositor to rate the securities issued in connection with such Securitization, no Holder shall Transfer all or any portion of its Note to any Borrower Party and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee. (b) Except for a Transfer made in connection with a Securitization, or a Transfer made by an Initial Note Holder to an Affiliate, at least five (5) days prior to a transfer of any Note, the transferring Holder shall provide to the other Holders and, if any Certificates are outstanding, to the Rating Agencies, a certification that such transfer will be made in accordance with this Section 12, such certification to include (1) the name and contact information of the transferee and (2) if applicable, a certification by the transferee that it is a Qualified Transferee. (c) The Holders acknowledge that any Rating Agency Confirmation may be granted or denied by the Rating Agencies in their sole and absolute discretion and that such Rating Agencies may charge the transferring Holder customary fees in connection with providing such Rating Agency Confirmation. (d) Notwithstanding anything to the contrary contained herein, each Holder may pledge or transfer (a “Pledge”) its Note to any entity (other than any Borrower Party) that has extended a credit facility to such Holder or has entered into a repurchase agreement with such Holder and that, in each case, is either a Qualified Transferee or a financial institution whose long-term unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency (a “Note Pledgee”), or to a Person with respect to which a Rating Agency Confirmation has been obtained, on terms and conditions set forth in this Section 12(d), it being further agreed that a financing provided by a Note Pledgee to any Holder or any Affiliate that controls such Holder that is secured by such Holder’s interest in its respective Note and is structured as a repurchase arrangement, shall qualify as a “Pledge” hereunder on the condition that all applicable terms and conditions of this Section 12(d) are complied with. A Note Pledgee that is not a Qualified Transferee may not take title to a Note without a Rating Agency Confirmation. Upon written notice, if any, by the pledging Holder to the other Holders and any Master Servicer that a Pledge has been effected (including the name and address of the applicable Note Pledgee), the other Holders agree to acknowledge receipt of such notice and thereafter agree: (i) to give such Note Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default such Holder has actual knowledge and which notice shall be given simultaneously with the giving of such notice to the pledging Holder; (ii) to allow such Note Pledgee a period of ten (10) Business Days to cure a default by the pledging Holder in respect of its obligations to the other Holders hereunder, but such Note Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement (if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof) shall be effective against such Note Pledgee without the written consent of such Note Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Note Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the other Holders shall accept any cure by such Note Pledgee of any default of the pledging Holder which such pledging Holder has the right to effect hereunder, as if such cure were made by such pledging Holder; (v) that the other Holders or any Servicer shall deliver to Note Pledgee such estoppel certificate(s) as Note Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the other Holders; and (vi) that, upon written notice (a “Redirection Notice”) to any Master Servicer by such Note Pledgee that the pledging Holder is in default beyond any applicable cure periods with respect to the pledging Holder’s obligations to such Note Pledgee pursuant to the applicable credit agreement or other agreements relating to the Pledge between the pledging Holder and such Note Pledgee (which notice need not be joined in or confirmed by the pledging Holder), and until such Redirection Notice is withdrawn or rescinded by such Note Pledgee, Note Pledgee (or at any time that pledging Holder otherwise directs that such payment be made to Note Pledgee pursuant to a separate notice) shall be entitled to receive any payments that any Servicer would otherwise be obligated to make to the pledging Holder from time to time pursuant to this Agreement or any Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases the other Holders and any Servicer from any liability to the pledging Holder on account of any Holder’s or Servicer’s compliance with any Redirection Notice believed by any Servicer or other Holders in good faith to have been delivered by a Note Pledgee. Note Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law, the pledge agreement, repurchase agreement or similar agreement between the pledging Holder and the Note Pledgee and this Agreement. In such event, or if the pledging holder otherwise assigns its interests to the Note Pledgee, the other Holders and any Master Servicer shall recognize such Note Pledgee (and any transferee (other than any Borrower Party) that is also a Qualified Transferee at any foreclosure or similar sale held by such Note Pledgee or any transfer in lieu of foreclosure), and such Person’s successor and assigns, as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Note Pledgee or Qualified Transferee shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Note Pledgee) and agrees to be bound by the terms and provisions of this Agreement. The rights of a Note Pledgee under this Section 12(d) shall remain effective as to any Holder (and any Servicer) unless and until such Note Pledgee shall have notified such Holder (and any Servicer, as applicable) in writing that its interest in the pledged Note has terminated.

  • 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 Funds From such funds as may be available for the purpose in the relevant Fund Custody Account, and upon receipt of Proper Instructions specifying that the funds are required to redeem Shares of the Fund, the Custodian shall wire each amount specified in such Proper Instructions to or through such bank or broker-dealer as the Trust may designate.

  • 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 Option Other than as expressly permitted by the provisions of Section 7.1(f) of the Plan, the Option may not be transferred except by will or the laws of descent and distribution and, during the lifetime of the Optionee, may be exercised only by the Optionee.

  • 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 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.

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