TRANSFER OF GOODWILL Sample Clauses

TRANSFER OF GOODWILL. The Supporting Party acknowledges that its ownership of Owned Securities represents a substantial interest in the Company and the Supporting Party intends to transfer to the Buyer the goodwill reflected in the Owned Securities owned by the Supporting Party. The Supporting Party further acknowledges that the Buyer would not enter into the Arrangement Agreement but for the restrictions in Sections 6.2 and 6.3.
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TRANSFER OF GOODWILL. If the Trademark Users acquire any goodwill through use of a Trademark of another, all such goodwill shall automatically vest in the Trademark Owner on an on-going basis and is hereby assigned to the Trademark Owner. Such acquisition of goodwill or reputation occurs, as well as at the expiration or termination of this agreement, without any separate payment or other consideration of any kind by the Trademark Owner and the Trademark Users agree to take all actions necessary to effect such vesting.
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TRANSFER OF GOODWILL. In order to ensure the effective transfer of goodwill and going concern value from the Sellers to the Buyer hereunder:
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TRANSFER OF GOODWILL. The right of Purchaser to use the Xxxx shall be conditioned upon the payment by Purchaser for the transfer of all of Medbrook's assets as stated above. Upon any default in payment of the purchase price described in Section 1.4 above, Purchaser's right to use the Xxxx shall immediately cease and terminate.
Sample 1
TRANSFER OF GOODWILL. The LESSEE may not, in any case transfer his right to this lease. He may only do so on the event of transfer of his goodwill, nevertheless having first requested the written authorisation of the LESSOR. The transferor, assignee and successors of same in the event of successive transfers shall remain guarantors of any jointly and severally liable for payment of rental, their accessories, occupation indemnities due, as applicable, as well as the execution of all clauses of this lease, whatever the period during which the goodwill is operated by either party. This joint and several guarantee will be due by any assignee on behalf of any transferors, and reciprocally by any transferor on behalf of any assignee, for the entire residual period of this lease and any tacit extension, without the LESSOR being bound to carry out any formalities or claim in the event that payment deadlines are granted amicable or legally to the main debtor. The guarantee shall remain due in the event of cancellation of the lease for any cause whatsoever, during the effective occupation period of premises until they are effectively and fully released and the keys are handed over. The LESSOR shall be called to participate in the transfer act, fifteen days before the effective signing date of same, by registered letter with notification of receipt, to which shall be attached the draft definitive transfer document, which must be authenticated. This document shall be dispatched without charge in the month it is signed, so it can be enforceable. Also, any transfer document must expressly refer to the obligation on the part of the assignee to fully pay the guarantee deposit to the LESSOR, on the day the document is signed, the deposit guarantee previously paid by the transferor being reimbursed by the LESSOR to same under the conditions pursuant to article 6 of this lease. Finally, It is specified that the LESSEE must. prior to the transfer, be up to date with all rental payments, charges and accessories, and will take personal responsibility for salaries, tax and social costs.
Sample 1

Related to TRANSFER OF GOODWILL

  • Transfer of Technology 1. The Parties agree to exchange views and information on their law and international practices on the protection and enforcement of intellectual property rights, affecting transfer of technology. This shall, in particular, include exchanges on measures to facilitate information flows, business partnerships, and voluntary licensing and subcontracting agreements. Particular attention shall be paid to the conditions necessary to create an adequate enabling environment for technology transfer in the host countries, including issues such as the domestic legal framework and the development of human capital.

  • 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.

  • Transfer of License Notwithstanding the provisions of conditions 17.1 and 17.2, 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.

  • 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 Data The Participant consents to the Company or any Affiliate thereof processing data relating to the Participant for legal, personnel, administrative and management purposes and in particular to the processing of any sensitive personal data relating to the Participant. The Company may make such information available to any Affiliate thereof, those who provide products or services to the Company or any Affiliate thereof (such as advisers and payroll administrators), regulatory authorities, potential purchasers of the Company or the business in which the Participant works, and as may be required by law.

  • Transfer of Materials In the event Acceleron exercises its rights pursuant to Section 10.5.1, Celgene shall negotiate in good faith with Acceleron regarding Celgene transferring to Acceleron, at Acceleron’s cost, materials developed under this Agreement in the course of Developing and Commercializing Licensed Compounds or Licensed Products that are directly related to Licensed Compounds or Licensed Products to the extent provided in and in accordance with such agreement.

  • Transfer of Agreement 9.1 Unless with the prior consent from the Pledgee, the Pledgor has no right to grant or transfer any of his rights and obligations hereunder.

  • Transfer of Business Where a transfer of business occurs, an Employee who worked with the old employer and who continues in the service of the new employer will be entitled to count her/his service with the old employer as service with the new employer for the purposes of this clause.

  • Transfer of risk The risk of loss of or damage to the Goods and/or Services shall pass from the Supplier to the Purchaser (i) upon the date of their acceptance if this is performed on the Purchaser’s premises in accordance with the provisions of Article 11, or if not (ii) upon delivery of the Goods at the named destination pursuant to the Incoterm ICC 2020 as defined in Article 7 above.

  • Transfer of Stock Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

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