Transferred Agreement definition

Transferred Agreement means the agreement set forth on Schedule 1.1(f).
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Transferred Agreement has the meaning set forth in Section 5.3.1.
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Transferred Agreement means the Merchandising Agreement, the License Agreement, the exhibition agreement dated 13 February 2015 between a media service provider and Victory Hill Exhibitions, LLC, the Renewal Agreements and the Unexecuted Agreements, provided that the Licence Agreement shall be excluded in the case where the Target has entered into a new license agreement to be entered into between the Company and Marvel Characters prior to the completion of the Asset Transfer.each member of the Vendor's group of companies, and (ii) each of the Managers (other than the liabilities and obligations under the Management Agreements);
Sample 1

Examples of Transferred Agreement in a sentence

  • As of the date of such Transfer, as between the Transferee and Barclays, this Confirmation shall be deemed to supplement, form a part of, and be subject to the Form ISDA Master Agreement (together, the "Transferred Agreement").

  • Seller has heretofore delivered complete and correct copies of each Transferred Agreement to Buyer.

  • In the event Purchaser fails to substantially comply with APIL’s obligations under a Transferred Agreement that is not assignable as of the Effective Date or the counterparty to such Transferred Agreement gives notice of a breach or default under such Transferred Agreement in connection with Purchaser’s failure to comply with APIL’s obligations under such Transferred Agreement, then APIL shall have the right to take action to terminate such Agreement.

  • To the extent that any of the Transferred Agreements constitute Irish situated property which is not exempt from stamp duty under section 101 of the Stamp Duties Consolidation Act, 1999, no consideration is allocated to such Transferred Agreement.

  • To the extent permitted by applicable law and by the terms of the applicable Transferred Agreement, APIL shall take or cause to be taken, at Purchaser’s expense, such actions as Purchaser may reasonably request which are required to be taken in order to provide Purchaser with the benefits and burdens of the Transferred Agreements that are not assignable as of the Effective Date.

  • If, however, any required consent or approval is not obtained, unless and until such required consent or approval is obtained, then, as PwCES's sole remedy, the parties shall cooperate with each other in achieving a reasonable alternative arrangement under which PwCES may perform the Services without causing a breach or violation of any Transferred Agreement or any agreement relating to Equifax Software for which a required consent is to be obtained.

  • Further, at the Second Closing, Sellers shall furnish Buyer with true and complete copies of (i) any documents or data in the possession or control of any Seller or any of their respective Affiliates that are related to any End-User License Agreement with any Approved Customers, or (ii) any notice to or from any party to a Transferred Agreement related to any of the Assumed Liabilities, in each case to the extent that the same were not previously delivered as part of the Assets.

  • True and correct copies of each such written Transferred Agreement (including all material written amendments, supplements and modifications, and all exhibits, schedules and attachments thereof) have been provided to Purchaser prior to the date hereof.

  • The Transferred Agreement is a legal, valid and binding obligation of Seller and, to the Knowledge of Seller, of each other party thereto, and is in full force and effect, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and to general equity principles (whether considered in a proceeding in equity or at law).

  • Nothing in this Agreement shall be construed as an attempt or agreement to assign any Transferred Agreement which is in law or by its terms either non-assignable or non-assignable without the consent of the other party or parties thereto, unless such consent shall be given.

Related to Transferred Agreement

  • Assumed Agreements shall have the meaning as set forth in Section 2.2.

  • Excluded Agreements means (i) the Warrant Agreement; and (ii) any stock purchase agreement, options, or other warrants to acquire, or agreements governing the rights of, any capital stock or other equity security, or any common stock, preferred stock, or equity security issued to or purchased by Us or Our nominee or assignee.

  • Specified Agreement is defined in Section 8.1(e) of the Agreement.

  • Transaction Agreement has the meaning set forth in the recitals.

  • hire-purchase agreement means an agreement, other than a conditional sale agreement, under which—

  • Reseller Agreement means the separate agreement between Customer and Reseller regarding the Services. The Reseller Agreement is independent of and outside the scope of This Agreement.

  • Seller's Agreement An agreement for the origination and sale of Mortgage Loans generally in the form of the Seller Contract referred to or contained in the Program Guide, or in such other form as has been approved by the Master Servicer and the Company, each containing representations and warranties in respect of one or more Mortgage Loans consistent in all material respects with those set forth in the Program Guide.

  • Ancillary Agreement has the meaning set forth in the Separation Agreement.

  • Receivables Purchase Agreement means the receivables purchase agreement, dated as of the Closing Date, between AHFC and the Seller, as amended or supplemented from time to time.

  • Transition Agreement has the meaning set forth in Section 12.8.1.

  • Buyer Ancillary Agreements means all agreements, instruments and documents being or to be executed and delivered by Buyer under this Agreement or in connection herewith.

  • Seller Ancillary Agreements means all agreements, instruments and documents being or to be executed and delivered by Seller under this Agreement or in connection herewith.

  • MCIP Agreement means the Agreement for the Development of a Joint County Industrial and Business Park (2010 Park) dated as of December 1, 2010, as amended, between the County and Xxxxxxxx County, South Carolina, as the same may be further amended or supplemented from time to time, or such other agreement as the County may enter with respect to the Project to offer the benefits of the Special Source Revenue Credits to the Company hereunder.

  • Formation Agreement has the meaning attributed to it in Recital A;

  • TRIPS Agreement means the Agreement on Trade-Related Aspects of Intellectual Property Rights in Annex 1C to the WTO Agreement;

  • Transfer Agreement means the agreement providing for a transfer of structured settlement payment rights.

  • Seller Agreements means those agreements between Seller and third parties, including Artists and/or PRO, wherein Seller is entitled to receive the Percentage Interest of all Assets.

  • Purchase Agreement Assignment means the Purchase Agreement and Engine Warranties Assignment [________], dated as of even date with the Participation Agreement, between Lessee and Owner Trustee.

  • Transfer Document means a document substantially in the form of Exhibit E to the Sale and Servicing Agreement.

  • Company Ancillary Agreements means, collectively, each certificate to be delivered on behalf of the Company by an officer or officers of the Company at the Closing pursuant to Article VII and each agreement or document (other than this Agreement) that the Company is to enter into as a party thereto pursuant to this Agreement.

  • SCM Agreement means the Agreement on Subsidies and Countervailing Measures in Annex 1A to the WTO Agreement;

  • Master Separation Agreement has the meaning set forth in the recitals.

  • Master Transaction Agreement has the meaning set forth in the recitals.

  • Sponsor Letter Agreement has the meaning set forth in the recitals to this Agreement.

  • Stock Purchase Agreement means the agreement between the Company and a Purchaser who acquires Shares under the Plan that contains the terms, conditions and restrictions pertaining to the acquisition of such Shares.

  • Specified Agreements means agreements relating to the following matters, namely: