Inserm Transfert SA, a Sample Clauses

Inserm Transfert SA, a. Limited Company with a Board of Directors and a Supervisory Board, with a capital of 9,573,471 Euros, with registered office at 0, xxx Xxxx - 00000 XXXXX, registered with the Trade and Companies Register of Paris under number Paris B 434 033 619, represented by the Chairman of its Board of Directors, Xxxxxxx XXXX, acting as a delegate, of the National de la Santé et de la Recherche Médicale [National Institute of Health and Medical Research] (“INSERM”) a public scientific and technological institution, with registered office at 000, xxx xx Xxxxxxx - 00000 XXXXX Cedex 13, France. Hereinafter referred to as “INSERM TRANSFERT”, UPMC, INSERM and CNRS are hereinafter jointly referred to as the “ESTABLISHMENTS”. UPMC, TINSERM and INSERM TRANSFERT, CNRS and the COMPANY are hereinafter jointly referred to as the “PARTIES”. It is specified that any notification of the PARTIES or to the PARTIES is validly made, with regard to INSERM, by or to INSERM TRANSFERT. UPMC, INSERM, CNRS and the COMPANY are hereinafter jointly referred to as the “CO-OWNERS”. IT IS RECALLED THAT: Given the application convention of the quadrennial contract between UPMC and CNRS in force at the time of said invention; Given the partnership agreement between UPMC and INSERM, concluded on 29 March 2009 for which a new agreement was signed on 22 December 2015, in force at the time of said invention; Given the beneficiary agreement no. ANR-10-SATT-04-01 signed between Agence Nationale de la Recherche (National Research Agency), University Pierre et Xxxxx Xxxxx, Université de technologie de Compiègne, Université Panthéon Assas, Institut Européen d’Administration des Affaires (European Institute of Business Administration) and Centre National de la Recherche Scientifique (National Centre for Scientific Research), in the presence of the Caisse des Dépôts et Consignation (Deposits and Consignments Fund) on 17 January 2012; Given the articles of association of SATT LUTECH signed on 31 January 2012; Given the framework agreement concluded between UPMC and SATT LUTECH and any addendum or supplementary document relating thereto. INSERM TRANSFERT, a private-law subsidiary of INSERM, and INSERM have concluded a public service delegation contract under which INSERM has delegated to INSERM TRANSFERT the management of its technology recovery and transfer tasks, such as they result from Decree No. 83-975 on the operation and organisation of TINSERM. Pursuant to this public service delegation agreement, INSERM T...
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Related to Inserm Transfert SA, a

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  • Automatic Renewal Clauses Incorporated in Awarded Vendor Agreements with TIPS Members Resulting from the Solicitation and with the Vendor Named in this Agreement. No Agreement for goods or services with a TIPS Member by the awarded vendor named in this Agreement that results from the solicitation award named in this Agreement, may incorporate an automatic renewal clause that exceeds month to month terms with which the TIPS Member must comply. All renewal terms incorporated in an Agreement by the vendor with the TIPS Member shall only be valid and enforceable when the vendor receives written confirmation by purchase order, executed Agreement or other written instruction issued by the TIPS Member for any renewal period. The purpose of this clause is to avoid a TIPS Member inadvertently renewing an Agreement during a period in which the governing body of the TIPS Member has not properly appropriated and budgeted the funds to satisfy the Agreement renewal. This term is not negotiable and any Agreement between a TIPS Member and a TIPS awarded vendor with an automatic renewal clause that conflicts with these terms is rendered void and unenforceable.

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  • Share Transfer Concurrently with the execution of this Agreement, the Seller shall execute a share transfer order (the “Transfer Order”), as established by Russian law and required by the holder of the share registry of the Issuer (“Registrar”). The Seller shall deliver a duly executed Transfer Order to the Registrar in order for the transfer of the Shares from the Seller to the Purchaser to be registered in the share registry of the Issuer.

  • Valid Transfer This Agreement or, in the case of Additional Accounts, the related Assignment constitutes a valid sale, transfer and assignment to the Trust of all right, title and interest of the Seller in the Receivables and the Collateral Security and the proceeds thereof and all of the Seller's rights, remedies, powers and privileges with respect to the Receivables under the Receivables Purchase Agreement and, upon the filing of the financing statements described in Section 2.01 with the Secretary of State of the State of Michigan and, in the case of the Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Trust shall have a first priority perfected ownership interest in such property, subject to the rights of the Purchased Receivables Owners in any Collateral Security in respect of the Partial Accounts (other than the Vehicles relating to Principal Receivables arising in the Partial Accounts), except for Liens permitted under Section 2.07(a). Except as otherwise provided in this Agreement, neither the Seller nor any Person claiming through or under the Seller has any claim to or interest in the Trust Assets. The representations and warranties set forth in this Section 2.03 shall survive the transfer and assignment of the Receivables to the Trust and the issuance of the Certificates. Upon discovery by the Seller, the Servicer, any Agent or the Trustee of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties, any Agent and to any Enhancement Providers. In the event of any breach of any of the representations and warranties set forth in this Section 2.03 having a material adverse effect on the interests of the Investor Certificateholders, then either the Trustee or the Holders of Investor Certificates evidencing not less than a majority in aggregate unpaid principal amount of all outstanding Investor Certificates, by notice then given in writing to the Seller (and to the Trustee, any Enhancement Providers and the Servicer if given by the Investor Certificateholders), may direct the Seller to purchase the Certificateholders' Interest within 60 days of such notice (or within such longer period as may be specified in such notice), and the Seller shall be obligated to make such purchase on a Distribution Date occurring within such 60-day period on the terms and conditions set forth below; provided, however, that no such purchase shall be required to be made if, by the end of such 60-day period (or such longer period as may be specified), the representations and warranties set forth in this Section 2.03 shall be satisfied in all material respects, and any material adverse effect on the Certificateholders' Interest caused thereby shall have been cured. The Seller shall deposit in the Collection Account in immediately available funds on the Business Day preceding such Distribution Date, in payment for such purchase, an amount equal to the sum of the amounts specified therefor with respect to each outstanding Series in the related Supplement. Notwithstanding anything to the contrary in this Agreement, such amounts shall be distributed to the Investor Certificateholders on such Distribution Date in accordance with Article IV and the terms of each Supplement. If the Trustee or the Investor Certificateholders give notice directing the Seller to purchase the Certificateholders' Interest as provided above, the obligation of the Seller to purchase the Certificateholders' Interest pursuant to this Section 2.03 shall constitute the sole remedy respecting an event of the type specified in the first sentence of this Section 2.03 available to the Investor Certificateholders (or the Trustee on behalf of the Investor Certificateholders).

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