Agreement to Assign. Subject to Clause 2.2 (Conditions), in consideration of the Purchase Price for the Initial Mortgage Portfolio (which shall be paid in accordance with Clause 3.3 (Effect of Payment of Initial Purchase Price)) and the covenant of the Mortgages Trustee to hold the Trust Property upon trust for the Seller and Funding as beneficiaries of the Mortgages Trust upon, with and subject to all the trusts, powers and provisions of the Mortgages Trust Deed and the Mortgages Trustee's agreement in Clause 3.5 (Early Repayment Charges) to pay to the Seller any and all Early Repayment Charge Receipts, the Seller hereby agrees to sell and assign the Initial Mortgage Portfolio to the Mortgages Trustee on the Initial Closing Date with full title guarantee.
Agreement to Assign. The Engineer specifically agrees to assign to the Project for its entire duration, the individuals named in Exhibit B as Key Personnel. These individuals were identified by the Engineer in its Proposal for the Contract. Failure by the Engineer to provide any of the individuals identified in Exhibit B as Key Personnel shall be considered a material breach of the Contract and grounds for termination for cause. Replacement of such individual(s) will only be permitted in the following circumstances: (1) if the designated individual is no longer employed by the Engineer, or (2) if the commencement date (i.e., the date set forth in the Notice to Proceed) is more than nine (9) months after the date on which the Engineer submitted its Fee Proposal for the Contract. In the event replacement of individuals identified as Key Personnel is permitted, the proposed replacement must meet the minimum requirements set forth in Exhibit C.
Agreement to Assign. At Closing, Seller shall deliver to Buyer a Bxxx of Sale and Assignment, in the form of Exhibit B hereto, executed by an authorized representative of Seller, which Bxxx of Sale and Assignment together shall sell, transfer, assign, set over, quitclaim and convey to Buyer all right, title and interest of Seller in and to each of the Accounts sold and the proceeds of the Accounts received by Seller, if any, from and after the Cutoff Date.
Agreement to Assign. Subject to Clause 2.2 (Conditions), in consideration of the Purchase Price for the Initial Mortgage Portfolio (which shall be paid in accordance with Clause 3.3 (Effect of Payment of Initial Purchase Price)) and the covenant of the Mortgages Trustee to hold the Trust Property upon trust for the Seller and Funding as beneficiaries of the Mortgages Trust upon, with and subject to all the trusts, powers and provisions of the Mortgages Trust Deed and the Mortgages Trustee's agreement in Clause 3.5 (Early Repayment Charges) to re-assign the benefit of such Early Repayment Charges, the Seller hereby agrees to assign the Initial Mortgage Portfolio to the Mortgages Trustee on the Initial Closing Date with full title guarantee.
Agreement to Assign. Intel hereby assigns and agrees to assign, on behalf of itself and its Affiliates and its Personnel, to Mobileye (without any duty to obtain the consent of or to pay any royalties to Intel or its Affiliates to exploit, license, or enforce such rights) the specific Project IPR (identified in paragraph 14 of the SOW) to the Mobileye Modification.
Agreement to Assign. On the request of the Lender from time to time, the Borrower agrees to assign to the Lender, in such form as the Lender may reasonably require, as collateral security for the Borrower's obligations under this Agreement, all contracts, agreements and leases of every kind entered into by the Borrower with respect to the Premises or the Project and all permits, plans and specifications relating to the Premises or the Project (such assignments to provide that the Lender shall not be obligated thereby to perform any of the Borrower's obligations thereunder, unless the Lender elects so to do, and further to provide that the Lender shall not exercise the Borrower's rights under the contracts, agreements or leases assigned or enjoy the use of said permits, plans and specifications until the Lender in good faith shall have determined a default to exist hereunder).
Agreement to Assign. Subject to the terms and conditions of this Agreement, Solar agrees to execute and deliver to NeoMedia at the Closing the form of assignment attached as EXHIBIT B conveying to NeoMedia all right, title and interest in and to the Intellectual Property, including but not limited to the right to sue for past infringement.
Agreement to Assign. (a) The transaction shall be closed at a time of Xxxxxxxx’x choosing, at which time Company and Stockholder will deliver the following: (i) Company shall deliver to Stockholder, or her nominee, an assignment of (i) one ordinary share, par value US$1.00 of LML Caribbean, together with 10% of the Company’s $4,017,450 receivable from LML Caribbean, and (ii) Stockholder shall deliver to Company the 2 outstanding share certificates representing the 20,000 shares of Preferred Stock endorsed in blank, and a US$1,000,000 note or other commitment to pay to the Company $250,000 on or before each of the 20th day of March, April, May, and June 2010. Notwithstanding anything contained herein to the contrary, it is understood and agreed that the cumulative dividend on the preferred stock is $250,000 as of the date hereof and that such dividend shall remain with Xxxxxxxx and shall be paid at such time as Company has sufficient cash flow to cover such payment.
Agreement to Assign. Upon receipt of the Payment in accordance with Article 3 of this Agreement, EPPENDORF hereby agrees to assign, and hereby does assign, to NANOSPHERE, and NANOSPHERE hereby agrees to accept, all of EPPENDORF’S right, title and ownership in and to the PATENT RIGHTS.
Agreement to Assign. On any Business Day on or before the Termination Date, upon the written request of the Seller to the Agent, each of the Banks shall request, in writing, that the Owners assign to each of the Banks (in accordance with each such Bank's Percentage), on the "Termination Date" under the Investor Agreement, all of their respective right and title to, and interest in, all "Eligible Assets" (as defined in the Investor Agreement) then owned by the Owners upon tender by the Owners to the Agent of an appropriate written assignment duly executed by the Owners, in form and substance satisfactory to the Agent, each Bank shall tender to the Agent, for the benefit of the Owners, consideration (in immediately available funds) equal to such Bank's Percentage of the "Capital" of the Owners' "Eligible Assets" (as defined in the Investor Agreement). It shall be a condition precedent to the effectiveness of such assignment by the Owners that the Owners shall have received all amounts of "Capital" and "Yield" (as defined in the Investor Agreement) and all other amounts then accrued and unpaid or otherwise outstanding under the Investor Agreement with respect to all such "Eligible Assets" by no later than 2:30 P.M. (New York City Time) (or such later time as may be agreed to by each of the Owners) on the "Termination Date" under the Investor Agreement, and upon timely receipt of all such amounts by the Owners, the assignment by the Owners and the acceptance by the Banks of such "Eligible Assets" shall become effective, such "Eligible Assets" shall be deemed to be Eligible Assets for all purposes of this Agreement and each Bank shall own a Percentage Interest therein corresponding to its Percentage hereunder, and the underlying "Purchased Interest," "Purchased Receivables," "Related Security," and related "Contracts" and "Collections," under and as defined in the Investor Agreement, shall be deemed to be the Purchased Interest, Purchased Receivables, Related Security, and related Contracts and Collections, respectively, under and as defined in this Agreement; provided, however, that in the event that (A) the Seller and/or the Collection Agent have not paid to the Owners all amounts of "Yield" (as defined in the Investor Agreement) and all other amounts then accrued and unpaid or otherwise outstanding under the Investor Agreement with respect to all such "Eligible Assets," or (B) the Banks have not paid to the Owners all amounts of "Capital" (as defined in the Investor Agreement) o...
