Transfer Memorandum definition
Examples of Transfer Memorandum in a sentence
The Spin-off as described in the Step Plan and Transfer Memorandum shall have been completed prior to Completion.
All items from the Drainage Transfer Memorandum of Agreement not included in this letter of understanding will be deemed to have closed.
Upon (i) execution of the Technology and Process Transfer Memorandum referred to in Section 4.7.4 above or (ii) Deemed Completion referred to in Section 4.7.8 above, and for a period of [**] thereafter, Translate Bio shall use Commercially Reasonable Efforts to provide reasonable assistance to Sanofi in connection with manufacturing of Products, at Sanofi’s expense, and upon Sanofi’s reasonable request.
Sanofi will pay Translate Bio a one-time payment of ten million dollars ($10,000,000.00) following the earlier of (a) execution of the Technology and Process Transfer Memorandum in accordance with Section 4.7.4 or (b) Deemed Completion as provided for in Section 4.7.8 (the “Technology and Process Transfer Milestone”).
In the event that the Parties do not perform or complete the Technology and Process Transfer Plan, and therefore do not execute the Technology and Process Transfer Memorandum, the Technology and Process Transfer shall be deemed to be completed, and Translate Bio shall be paid the Technology Transfer Milestone, if [**] (“Deemed Completion”).
Such requests “will not be unreasonably denied.” In evaluating and responding to mutual exchange requests, installation heads should follow the criteria provided for in the Transfer Memorandum.
Subject to the availability of applicable funds held in the Trust Fund as determined by the Trustee, the Trustee shall make commitments, transfer and/or use the Trust Fund funds for any purpose approved and in the amount allocated by the Board, in accordance with the terms of the Trust Fund Governance Document, the Contribution Agreement, and the relevant Transfer Agreement or Transfer Memorandum.
The Trustee shall, subject to paragraph 5.1 above, commit the amount of the Trust Fund funds allocated by the Board and transfer such amounts to the Supervising Entities and Implementers, including the IBRD in its role as a Supervising Entity or Implementer or Secretariat, in accordance with the Transfer Agreement or Transfer Memorandum, as appropriate.
With respect to all funds deposited in and/or disbursed from the Escrow Account, you shall follow exactly the instructions of Section C of Article IX of the Funds Transfer Memorandum.
Pursuant to the Newpart Contribution Agreement, the Retained Properties (as defined in the Funds Transfer Memorandum and listed on Schedule C1(a) hereto) shall be transferred, subject to certain existing indebtedness, to Newpart.