Transfer of Records Sample Clauses

Transfer of Records. On or before the Closing, Seller shall transfer to Split-Off Subsidiary all existing corporate books and records in Seller’s possession relating to Split-Off Subsidiary and its business, including but not limited to all agreements, litigation files, real estate files, personnel files and filings with governmental agencies; provided, however, when any such documents relate to both Seller and Split-Off Subsidiary, only copies of such documents need be furnished. On or before the Closing, Buyer and Split-Off Subsidiary shall transfer to Seller all existing corporate books and records in the possession of Buyer or Split-Off Subsidiary relating to Seller, including but not limited to all corporate minute books, stock ledgers, certificates and corporate seals of Seller and all agreements, litigation files, real property files, personnel files and filings with governmental agencies; provided, however, when any such documents relate to both Seller and Split-Off Subsidiary or its business, only copies of such documents need be furnished.

Transfer of Records. 6 Section 1.7 Characterization.......................................... 6

Transfer of Records. Upon the appointment, and timely notification to Trustee, of a successor trustee as provided herein, Trustee shall transfer and convey to the successor trustee all trust assets held by Trustee in Cemetery Authority’s Endowment Care Trust Fund within days. When said transfer and conveyance are completed, Trustee shall be released and discharged from all liability relating to further administration and investment of Cemetery Authority’s Endowment Care Trust Fund.

Transfer of Records. (a) In connection with the Purchase of Receivables hereunder, Originator hereby sells, transfers, assigns and otherwise conveys to Buyer all of Originator’s right and title to and interest in the Records (to the extent assignable) relating to all Receivables sold hereunder, without the need for any further documentation in connection with the Purchase. In connection with such transfer, Originator hereby grants to each of Buyer, Funding LLC, the Program Agent and the Servicer an irrevocable, nonexclusive license to use, without royalty or payment of any kind, all software used by Originator to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by Originator or is owned by others and used by Originator under license agreements with respect thereto; provided that should the consent of any licensor of Originator to such grant of the license described herein be required, Originator hereby agrees that upon the request of Buyer, Funding LLC, the Program Agent or the Servicer, such license is subject to obtaining such consent and at the reasonable request of Buyer or its assignees (including the Program Agent) Originator will request the consent of such third-party licensor and use commercially reasonable efforts to cooperate with Buyer or its assignees (including the Program Agent) in obtaining such consent (it being understood that Originator shall not be responsible for payment of any fee payable in connection with obtaining such consent). The license granted hereby shall be irrevocable, and shall terminate on the date this Agreement, the Second Tier Sale Agreement and the Purchase Agreement terminate in accordance with their terms. (b) Originator (i) shall take such action reasonably requested by Buyer or the Program Agent (as Buyer’s assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns under the Purchase Agreement have an enforceable ownership interest in the Records (to the extent assignable) relating to the Receivables purchased from Originator hereunder, and (ii) shall use its reasonable efforts to ensure that the Program Agent and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used to account for the Receivables and/or to recreate such Records.

Transfer of Records. (a) In accordance with Sections 2.1 and 3.1, the Receiver assigns, transfers, conveys and delivers to the Assuming Institution, whether located on Bank Premises occupied or not occupied by the Assuming Institution or at any other location, the following: (i) all Records pertaining to the Deposit liabilities of the Failed Bank assumed by the Assuming Institution under this Agreement, including, but not limited to, the following: (A) signature cards, orders, contracts between the Failed Bank and its depositors and Records of similar character; (B) passbooks of depositors held by the Failed Bank, deposit slips, cancelled checks and withdrawal orders representing charges to accounts of depositors; and (ii) all Records pertaining to the Assets, including, but not limited to, the following: (A) records of deposit balances carried with other banks, bankers or trust companies; Module 1 — Whole Bank w/ Loss Share — P&A Bank of Florida — Southwest Version 2.05 Naples, Florida April 26, 2010 (B) Loan and collateral records and Credit Files and other documents; (C) deeds, mortgages, abstracts, surveys, and other instruments or records of title pertaining to real estate or real estate mortgages; (D) signature cards, agreements and records pertaining to Safe Deposit Boxes, if any; and (E) records pertaining to the credit card business, trust business or safekeeping business of the Failed Bank, if any. (b) The Receiver, at its option, may assign and transfer to the Assuming Institution by a single blanket assignment or otherwise, as soon as practicable after Bank Closing, any other Records not assigned and transferred to the Assuming Institution as provided in this Agreement, whether located on Bank Premises occupied or not occupied by the Assuming Institution or at any other location, including but not limited to loan disbursement checks, general ledger tickets, official bank checks, proof transactions (including proof tapes) and paid out loan files.

Transfer of Records. (a) In accordance with Section 3.1, the Receiver assigns, transfers, conveys and delivers to the Assuming Bank the following Records pertaining to the Deposit liabilities of the Failed Bank assumed by the Assuming Bank under this Agreement, except as provided in Section 6.4: (i) signature cards, orders, contracts between the Failed Bank and its depositors and Records of similar character; (ii) passbooks of depositors held by the Failed Bank, deposit slips, cancelled checks and withdrawal orders representing charges to accounts of depositors; and the following Records pertaining to the Assets: (iii) records of deposit balances carried with other banks, bankers or trust companies; (iv) Loan and collateral records and Credit Files and other documents; (v) deeds, mortgages, abstracts, surveys, and other instruments or records of title pertaining to real estate or real estate mortgages; (vi) signature cards, agreements and records pertaining to Safe Deposit Boxes, if any; and (vii) records pertaining to the credit card business, trust business or safekeeping business of the Failed Bank, if any. (b) The Receiver, at its option, may assign and transfer to the Assuming Bank by a single blanket assignment or otherwise, as soon as practicable after Bank Closing, any other Records not assigned and transferred to the Assuming Bank as provided in this Agreement, including but not limited to loan disbursement checks, general ledger tickets, official bank checks, proof transactions (including proof tapes) and paid out loan files.

Transfer of Records. In accordance with Sections 2.1 and 3.1, the Receiver assigns, transfers, conveys and delivers to the Assuming Institution, whether located on Bank Premises occupied or not occupied by the Assuming Institution or at any other location, any and all Records of the Failed Bank, other than the following: (a) Records pertaining to former employees of the Failed Bank who were no longer employed by the Failed Bank as of Bank Closing and Records pertaining to employees of the Failed Bank who were employed by the Failed Bank as of Bank Closing and for whom the Receiver is unable to obtain a waiver to release such Records to the Assuming Institution; (b) Records pertaining to (i) any asset or liability of the Failed Bank retained by the Receiver, or (ii) any asset of the Failed Bank acquired by the Receiver pursuant to this Agreement; and (c) Any other Records as determined by the Receiver.

Transfer of Records. The AGENCY shall make the student’s permanent record card and current transcript part of the exit transition package.

Transfer of Records. In accordance with Sections 2.1 and 3.1, the Receiver assigns, transfers, conveys and delivers to the Assuming Institution, whether located on Bank Premises occupied or not occupied by the Assuming Institution or at any other location, any and all Records of the Failed Bank, other than the following: (a) Records pertaining to former employees of the Failed Bank who were no longer employed by the Failed Bank as of Bank Closing; (b) Records pertaining to (i) any asset or liability of the Failed Bank retained by the Receiver, or (ii) any asset of the Failed Bank acquired by the Receiver pursuant to this Agreement; and (c) Any other Records as determined by the Receiver.