Transferred Clients definition

Transferred Clients means individually and collectively each client who is party to a Client Service Agreement with Seller.
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Transferred Clients is defined in Section 1.1(d).
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Transferred Clients means individually and collectively (i) for the period from the date of this Agreement to the Closing Date, the Persons identified on the Initial Schedule of Transferred Clients and (ii) from and after the Closing Date, the Persons identified on the Closing Date Schedule of Transferred Clients.
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Examples of Transferred Clients in a sentence

  • The Buyer shall be entitled to all payments under the Client Service Agreements attributable to services performed by the Buyer (or its designee) under any Client Service Agreement from and after the Effective Time, and the Seller shall be entitled to all amounts paid by Transferred Clients under the Client Service Agreements for services performed by the Seller prior to the Effective Time.

  • The Purchaser shall be entitled to all payments under the Client Service Agreements attributable to services performed by the Purchaser (or its designee) under any Client Service Agreement from and after the Closing Date, and the Seller shall be entitled to all amounts paid by Transferred Clients under the Client Service Agreements for services performed by the Seller or a Subsidiary prior to the Closing Date.

  • The Sellers shall have provided Purchaser with valid assignments (in a form acceptable to the Purchaser) of the Client Service Agreements of the Transferred Clients assigning such Client Service Agreements to Purchaser as of the Closing Date or such other date as may be designated by Purchaser.

  • For purposes of this Agreement, any event, occurrence, state of facts, developments, breaches or defaults which, individually or in the aggregate, adversely affects (i) one or more Transferred Clients which in the aggregate have more than 3,000 Worksite Employees, or (ii) one or more Transferred Clients which in the aggregate account for 5% or more of the total annualized administrative fees for all Transferred Clients as of March 19, 2004, shall be deemed to be a Seller Material Adverse Effect.

  • The Purchaser shall be entitled to all payments under the Client Service Agreements attributable to services performed by the Purchaser (or its designee) under any Client Service Agreement from and after the Closing Date, and the Sellers shall be entitled to all amounts paid by Transferred Clients under the Client Service Agreements for services performed by the Sellers prior to the Closing Date [unless the Purchaser has acquired the Receivables].

  • If , after the Closing, the Company ------------------------------- receives any fees, payments or revenues from any Transferred Clients on account of services rendered before or after the Closing, the Company shall promptly (and in any event within ten (10) Business Days) remit such fees, payments or revenues to the Purchaser (less any costs, fees or commissions necessarily payable to other Persons by the Company on account thereof).

  • If responsibility for provision of the Services has not been transferred to eBenX with respect to all Transferred Clients by the end of the Conversion Period, Xxxxxx Xxxxxxx, at its sole and absolute discretion, may choose to extend the term of this Agreement.

  • Provided, ---- however, that for purposes of this Section 2.6(a), the exceptions in Section 2.1 (a)(i) and (ii) shall be ignored in determining the Transferred Clients and all of the Company's Clients shall be assumed to be Transferred Clients on the Closing Date and subject to adjustment as provided in Section 2.9.

  • Additionally, NII and Vitriarc's failure to provide valid assignments for all Transferred Clients appearing on the Closing Date Schedule of Transferred Clients shall not constitute a breach of any of the representations, covenants or warranties of NII, Vitriarc or Booth contained in any of the Transaction Documents.

  • If , after the ------------------------------------------ Applicable Closing, any of the Sellers receives any fees, payments or revenues from any Transferred Clients on account of services rendered before or after the Applicable Closing, the Sellers shall promptly (and in any event within ten (10) Business Days) remit such fees, payments or revenues to the Purchaser (less any costs, fees or commissions necessarily payable to other Persons by the Sellers on account thereof).


More Definitions of Transferred Clients

Transferred Clients means Clients other than Terminated Clients.
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Transferred Clients means individually and collectively the Persons identified on the Closing Date Schedule of Transferred Clients. EXHIBIT A FORM OF BOOTH EMPLOYMENT AGREEMENT EXHIBIT B FORM OF XXXXXXXX EMPLOYMENT AGREEMENT EXHIBIT C MATTERS TO BE COVERED BY OPINION OF SELLERS' COUNSEL The opinion of Sellers' Counsel shall be in a form customarily used in transactions of this type and otherwise in form and substance reasonably satisfactory to the Purchaser and its counsel and shall cover the following matters:
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Related to Transferred Clients

  • Transferred Entities means the entities set forth on Schedule 1.5.

  • Investment Client means (i) any investment company registered as such under the Investment Company Act, any series thereof, or any component of such series for which the Adviser acts as investment adviser; or (ii) any private account for which the Adviser acts as investment adviser.

  • Transferred Contracts has the meaning ascribed to it in Section 2.1(c).

  • Transferred Employees has the meaning set forth in Section 6.4(a).

  • Transferred Equity means the equity interest in the Company which the WFOE has the right to request either of the Company Shareholders to transfer to it or its designated entity or individual in accordance with Article 3 hereof when the WFOE exercises its Equity Transfer Option, the quantity of which may be all or part of the Option Equity and the specific amount of which shall be determined by the WFOE at its sole discretion in accordance with the then-effective PRC Law and based on its commercial consideration.

  • Investment Company Client means any Investment Company (or series thereof ) as to which the Firm is an investment adviser or investment sub-adviser.

  • Restricted Client means any person, firm, corporation or other organization to whom the Participant directly or indirectly performed or assisted in performing Relevant Services, or with which the Participant otherwise had material contact, or about which the Participant learned Confidential Information or Trade Secrets, within the twenty-four months prior to the date on which the Participant’s employment with the Constituent Companies terminated.

  • Transferred Assets means the assets, rights and properties of the Sellers that the Purchasers shall acquire as of the Closing.

  • Transferring Employees means employees of the Incumbent Contractor who are wholly or mainly assigned to work in the provision of the Service and who are subject of a Relevant Transfer to the Contractor by virtue of the application of the TUPE Regulations.

  • Transferred Technology has the meaning set forth in Section 2.3(a).

  • Transferred Information means the personal information (namely, information about an identifiable individual other than their business contact information when used or disclosed for the purpose of contacting such individual in that individual’s capacity as an employee or an official of an organization and for no other purpose) to be disclosed or conveyed to one Party or any of its representatives or agents (a “Recipient”) by or on behalf of another Party (a “Disclosing Party”) as a result of or in conjunction with the transactions contemplated herein, and includes all such personal information disclosed to the Recipient prior to the execution of this Agreement.

  • Transferred IP means the intellectual property rights set out in the Asset List.

  • Transferred Asset means each asset, including any Loan Asset and Substitute Loan Asset (including, if any, the Participation thereof), Conveyed by the Seller to the Purchaser hereunder, including with respect to each such asset, all Related Property; provided that the foregoing will exclude the Retained Interest and the Excluded Amounts.

  • CRS means the Standard for Automatic Exchange of Financial Account Information approved on 15 July 2014 by the Council of the Organisation for Economic Cooperation and Development, also known as the Common Reporting Standard, and any bilateral or multilateral competent authority agreements, intergovernmental agreements and treaties, laws, regulations, official guidance or other instrument facilitating the implementation thereof and any law implementing the Common Reporting Standard;

  • Transaction Personal Information has the meaning ascribed thereto in Section 9.1;

  • Transferred Business has the meaning ascribed to such term in the Separation Agreement.

  • Seller Affiliates has the meaning assigned to such term in Section 2.7.1;

  • Seller Employees shall have the meaning ascribed thereto in Section 7.4(a) hereof.

  • Transferred Intellectual Property means (a) all Owned Intellectual Property, (b) all Intellectual Property Licenses, and (c) all Technology owned by or licensed to Sellers that is exclusively used in connection with the conduct of the Business as currently conducted (the foregoing constituting the “Transferred Technology”).

  • Purchased Services means Services that You or Your Affiliate purchase under an Order Form, as distinguished from those provided pursuant to a free trial.

  • Transferred Interests has the meaning set forth in the Recitals.

  • Business Employees has the meaning set forth in Section 4.10(a).

  • Prospective Client means any person or entity to which the Corporation, or any of its Subsidiaries, provided, or from which the Corporation, or any of its Subsidiaries received, a proposal, bid, or written inquiry (general advertising or promotional materials and mass mailings excepted) and with which the Participant had contact, or about which the Participant had access to Confidential Information, during the last twelve (12) months of his or her employment.