Transfer Impediment definition

Transfer Impediment has the meaning set forth in Section 3.01(a).
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Transfer Impediment has the meaning assigned to such term in ------------------- Section 8.3.1.
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Transfer Impediment shall have the meaning set forth in Section 6.1(a) hereof.
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Examples of Transfer Impediment in a sentence

  • If and when such Transfer Impediment is removed or obtained, as applicable, or such obligations shall otherwise become assignable, the transfer of the applicable liability shall be effected in accordance with the terms of this Agreement.

  • The parties shall cooperate and use reasonable efforts, without the requirement to make any payment or make a material concession, to remove or obtain, as applicable, any Transfer Impediment, which prohibits the assignment of any Liability hereunder.

  • If the assignment of an Assumed Liability to RXi hereunder is prohibited by a Transfer Impediment, CytRx shall continue to be bound by the relevant obligations and, unless not permitted by law or the terms of the relevant obligation, RXi shall, as agent or subcontractor for CytRx, pay, perform and discharge fully, or cause to be paid, transferred or discharged all the obligations or other liabilities of CytRx thereunder.

  • The parties shall cooperate and use reasonable efforts, without the requirement to make any payment or make a material concession, to remove or obtain, as applicable, any Transfer Impediment, which prohibits the assignment of any Assumed Liability hereunder.

  • The parties shall cooperate and use reasonable efforts, without the requirement to make any payment or make a material concession, to remove or obtain, as applicable, any Transfer Impediment that prohibits the assignment of any of the Assumed Obligations hereunder.

  • If the assignment of an Assumed Liability to Covisint hereunder is prohibited by a Transfer Impediment, Compuware shall continue to be bound by the relevant obligations and, unless not permitted by law or the terms of the relevant obligation, Covisint shall, as agent or subcontractor for Compuware, pay, perform and discharge fully, or cause to be paid, transferred or discharged all the obligations or other liabilities of Compuware thereunder.

  • If and when such Transfer Impediment is removed or obtained, as applicable, or such obligations shall otherwise become assignable, the transfer of the applicable obligation shall be effected in accordance with the terms of this Agreement.

  • The Parties shall cooperate and use reasonable efforts, without the requirement to make any payment or make a material concession, to remove or obtain, as applicable, any Transfer Impediment, which prohibits the assignment of any Assumed Liability hereunder.

  • Buyer shall cooperate with Seller in their efforts to eliminate any Local Transfer Impediment affecting the transfer of Acquired Assets or the employment of any Overseas Employee.

  • If the transfer or assignment of any asset intended to be transferred or assigned hereunder is not consummated on the date hereof due to a Transfer Impediment or otherwise, then Aprisma Inc.


More Definitions of Transfer Impediment

Transfer Impediment has the meaning set forth in Section 5.01(a).
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Related to Transfer Impediment

  • Transferred Asset means each asset, including any Loan Asset and Substitute Loan Asset (including, if any, the Participation thereof), Conveyed by the Seller to the Purchaser hereunder, including with respect to each such asset, all Related Property; provided that the foregoing will exclude the Retained Interest and the Excluded Amounts.

  • Transferred Technology has the meaning set forth in Section 2.3(a).

  • Transferred Assets has the meaning set forth in Section 2.1.

  • Title Transfer means the transfer of title to Gas between two (2) Shippers at a Delivery Point, provided that each such party has executed a Transportation Service Agreement, or the transfer of title to Gas between two (2) Shippers at ATP, provided each such party has executed either a Transportation Service Agreement or a Title Transfer Agreement.

  • Signaling Transfer Point (“STP”) means a signaling point that performs message routing functions and provides information for the routing of messages between signaling points within or between CCIS networks. An STP transmits, receives and processes CCIS messages.

  • Deportation or forcible transfer of population means forced displacement of the persons concerned by expulsion or other coercive acts from the area in which they are lawfully present, without grounds permitted under international law;

  • Transition Property means the property right created by a financing order, including without

  • Transferred Intellectual Property means (i) all Intellectual Property Rights owned by the Acquired Companies, (ii) the Transferred Trademarks, (iii) the Transferred Patents, (iv) the Transferred Domains, and (v) all other Intellectual Property Rights owned by Sellers or their respective Affiliates as of the Closing Date that are exclusively used in or are exclusively related to the development, manufacture, marketing, use or sale of the Business Products.

  • Excluded Transfer means any transfer of VRDP Shares (1) to a TOB Trust in which BANA and/or its Affiliates collectively own all of the residual interests, (2) in connection with a distribution in-kind to the holders of securities of or receipts representing an ownership interest in any TOB Trust in which BANA and/or its Affiliates collectively own all of the residual interests, (3) in connection with a repurchase financing transaction or (4) relating to a collateral pledge arrangement.

  • Transferred Property shall have the meaning specified in Section 2.1(a) hereof.

  • Transferred Interests has the meaning set forth in the Recitals.

  • Constructive Sale means, with respect to any security, a short sale or entering into or acquiring an offsetting derivative contract with respect to such security, entering into or acquiring a futures or forward contract to deliver such security or entering into any other hedging or other derivative transaction that has the effect of materially changing the economic benefits and risks of ownership of such security.

  • Transfer Point means any point at which the passenger transfers between aircraft.

  • Transferred Interest means, at any time of determination, an undivided percentage ownership interest in (i) each and every then outstanding Receivable, (ii) all Related Security with respect to each such Receivable, (iii) all Collections with respect thereto, and (iv) other Proceeds of the foregoing, which undivided ownership interest shall be equal to the Aggregate Percentage Factor at such time, and only at such time (without regard to prior calculations). The Transferred Interest in each Receivable, together with Related Security, Collections and Proceeds with respect thereto, shall at all times be equal to the Transferred Interest in each other Receivable, together with Related Security, Collections and Proceeds with respect thereto. To the extent that the Transferred Interest shall decrease as a result of a recalculation of the Aggregate Percentage Factor, the Administrative Agent on behalf of the applicable Class Investors shall be considered to have reconveyed to the Transferor an undivided percentage ownership interest in each Receivable, together with Related Security, Collections and Proceeds with respect thereto, in an amount equal to such decrease such that in each case the Transferred Interest in each Receivable shall be equal to the Transferred Interest in each other Receivable.

  • Restricted Assets means all licenses, permits, franchises, approvals or other authorizations from any Governmental Authority from time to time granted to or otherwise held by the Company to the extent the same constitute “Excluded Assets” under (and as defined in) the Senior Lien Documents or the Junior Lien Documents or are similarly carved out from the granting clause or the collateral thereunder.

  • Restricted Asset has the meaning specified in Section 2.4(1).

  • Transfer efficiency means the ratio of the amount of coating solids adhering to the object being coated to the total amount of coating solids used in the application process, expressed as a percentage.

  • excepted transfer means, in relation to any shares held by a member:

  • Subject Interests means Assignor’s undivided interests in the Subject Lands, as determined prior to giving effect to this Conveyance (or as may be made part of the Subject Interests pursuant to Section 3.1 or 3.2 of the Development Agreement), whether as lessee under leases, as an owner of the Subject Minerals (or the right to extract such Minerals) or otherwise, by virtue of which undivided interests Assignor has the right to conduct exploration, drilling, development and Mineral production operations on the Subject Lands, or to cause such operations to be conducted, or to participate in such operations by paying and bearing all or any part of the costs, risks and liabilities of such operations, to drill, test, complete, equip, operate and produce xxxxx to exploit the Minerals. The “Subject Interests” (a) may be owned by Assignor pursuant to leases, deeds, operating, pooling or unitization agreements, orders or any other instruments, agreements or documents, recorded or unrecorded, (b) include any and all extensions or renewals of leases covering the Subject Lands (or any portion thereof) obtained by Assignor, or any Affiliate thereof, within six (6) months after the expiration or termination of any such lease, and (c) are subject to the Permitted Encumbrances. For the avoidance of doubt, the “Subject Interests” do not include: (i) Assignor’s interests in the Excluded Assets; (ii) Assignor’s rights to substances other than Minerals; (iii) Assignor’s rights to Minerals (other than Assignee Minerals) under contracts for the purchase, sale, transportation, storage, processing or other handling or disposition of Minerals; (iv) Assignor’s interests in, or rights to Minerals (other than Assignee Minerals) held in pipelines, gathering systems, storage facilities, processing facilities or other equipment or facilities, other than Development Xxxxx; or (v) any additional or enlarged interests in the Development Xxxxx, Subject Lands or Subject Minerals acquired by Assignor after the Closing Time, except (1) to the extent any such additional or enlarged interest becomes a part of the Subject Interests by amendment to this Conveyance pursuant to Section 3.1 or 3.2 of the Development Agreement, (2) as may result from the operation of the terms of the instruments creating the Subject Interests, or (3) as may be reflected in extensions and renewals covered by the preceding sentence.

  • Transfer Event means (i) a transfer of the ownership of a project, (ii) the sale or assignment of a partnership interest in a project owner and/or (iii) the refinancing of secured debt on a project. The following shall not be deemed a Transfer Event: (i) the transfer of the project or a partnership or membership interest in a project owner in which reserves remain with the project and the debt encumbering the project is not increased, refinanced or otherwise modified, (ii) the refinancing of project debt which does not increase the outstanding principal balance of the debt other than in the amount of the closing costs and fees paid to the project lender and third parties as transaction

  • Restricted Transfer a transfer of Personal Data which is undergoing processing or which is intended to be processed after transfer, to a country or territory to which such transfer is prohibited or subject to any requirement to take additional steps to adequately protect the Personal Data processed under this Agreement for the transfer to be lawful under the Data Protection Legislation;

  • Pre-Exchange Transfer means any transfer or distribution in respect of one or more Common Units (i) that occurs prior to an Exchange of such Common Units, and (ii) to which Section 743(b) or 734(b) of the Code applies.

  • Transferred Shares means all or any portion of a Member’s Shares that the Member seeks to Transfer.

  • Violation Ticket means a violation ticket as defined in the Provincial Offences Procedures Act (Alberta).

  • Subject Assets is defined in Section 2.2(c).

  • Purchased Services means Services that You or Your Affiliate purchase under an Order Form, as distinguished from those provided pursuant to a free trial.