Agreement to Assign. Subject to Clause 2.2 (Conditions), in consideration of the Purchase Price for the Initial Mortgage Portfolio (which shall be paid in accordance with Clause 3.3 (Effect of Payment of Initial Purchase Price)) and the covenant of the Mortgages Trustee to hold the Trust Property upon trust for the Seller and Funding as beneficiaries of the Mortgages Trust upon, with and subject to all the trusts, powers and provisions of the Mortgages Trust Deed and the Mortgages Trustee's agreement in Clause 3.5 (Early Repayment Charges) to pay to the Seller any and all Early Repayment Charge Receipts, the Seller hereby agrees to sell and assign the Initial Mortgage Portfolio to the Mortgages Trustee on the Initial Closing Date with full title guarantee.
Agreement to Assign. At Closing, Seller shall deliver to Buyer a Bxxx of Sale and Assignment, in the form of Exhibit B hereto, executed by an authorized representative of Seller, which Bxxx of Sale and Assignment together shall sell, transfer, assign, set over, quitclaim and convey to Buyer all right, title and interest of Seller in and to each of the Accounts sold and the proceeds of the Accounts received by Seller, if any, from and after the Cutoff Date.
Agreement to Assign. The Engineer specifically agrees to assign to the Project for its entire duration, the individuals named in Exhibit B as Key Personnel. These individuals were identified by the Engineer in its Proposal for the Contract. Failure by the Engineer to provide any of the individuals identified in Exhibit B as Key Personnel shall be considered a material breach of the Contract and grounds for termination for cause. Replacement of such individual(s) will only be permitted in the following circumstances: (1) if the designated individual is no longer employed by the Engineer, or (2) if the commencement date (i.e., the date set forth in the Notice to Proceed) is more than nine (9) months after the date on which the Engineer submitted its Fee Proposal for the Contract. In the event replacement of individuals identified as Key Personnel is permitted, the proposed replacement must meet the minimum requirements set forth in Exhibit C.
Agreement to Assign. To the extent any assignment of Intellectual Property cannot be made to the Company or its designees in accordance with the aforesaid provision, for any reason whatsoever, the Employee hereby irrevocably, absolutely and perpetually agrees to assign to Company or its designees, without any further consideration, all of the Employee’s right, title and interest including the rights to the Intellectual Property therein or any part thereof on a worldwide basis and for all modes and mediums now existing or which may come into existence or commercial use in future. The Employee also agrees to waive its moral rights, if any, in such Intellectual Property.
Agreement to Assign. Subject to Clause 2.2 (Conditions), in consideration of the Purchase Price for the Initial Mortgage Portfolio (which shall be paid in accordance with Clause 3.3 (Effect of Payment of Initial Purchase Price)) and the covenant of the Mortgages Trustee to hold the Trust Property upon trust for the Seller and Funding as beneficiaries of the Mortgages Trust upon, with and subject to all the trusts, powers and provisions of the Mortgages Trust Deed and the Mortgages Trustee's agreement in Clause 3.5 (Early Repayment Charges) to re-assign the benefit of such Early Repayment Charges, the Seller hereby agrees to assign the Initial Mortgage Portfolio to the Mortgages Trustee on the Initial Closing Date with full title guarantee.
Agreement to Assign. Intel hereby assigns and agrees to assign, on behalf of itself and its Affiliates and its Personnel, to Mobileye (without any duty to obtain the consent of or to pay any royalties to Intel or its Affiliates to exploit, license, or enforce such rights) the specific Project IPR (identified in paragraph 14 of the SOW) to the Mobileye Modification.
Agreement to Assign. On any Business Day on or after the Termination Date and before the occurrence of a "Termination Date" under the Parallel Purchase Agreement, at the written request of each of the Banks, each of the Owners shall assign to the Banks (in accordance with each Bank's "Percentage," as such term is defined in the Parallel Purchase Agreement) all of its right and title to, and interest in, all Eligible Assets then owned by such Owners, upon receipt of consideration (in cash) equal to the amount of aggregate Capital, Yield and all other amounts then accrued and unpaid or otherwise outstanding with respect to all such Eligible Assets. Any such assignment shall be without recourse or warranty, express or implied, except in respect of Adverse Claims against the Eligible Assets created by the Agent or such Owners. Upon such assignment, any Settlement Period hereunder ending after the date of such assignment shall terminate.
Agreement to Assign. Purchaser agrees that it will assign to Issuer at the Closing all of Purchaser's rights and obligations in the Assigned Contracts including, but not limited to, the contract between Purchaser and Grandview Pictures LLC, dated as of May 1, 1999.
Agreement to Assign. Upon receipt of the Payment in accordance with Article 3 of this Agreement, EPPENDORF hereby agrees to assign, and hereby does assign, to NANOSPHERE, and NANOSPHERE hereby agrees to accept, all of EPPENDORF’S right, title and ownership in and to the PATENT RIGHTS.
Agreement to Assign. (a) The transaction shall be closed at a time of Xxxxxxxx’x choosing, at which time Company and Stockholder will deliver the following: (i) Company shall deliver to Stockholder, or her nominee, an assignment of (i) one ordinary share, par value US$1.00 of LML Caribbean, together with 10% of the Company’s $4,017,450 receivable from LML Caribbean, and (ii) Stockholder shall deliver to Company the 2 outstanding share certificates representing the 20,000 shares of Preferred Stock endorsed in blank, and a US$1,000,000 note or other commitment to pay to the Company $250,000 on or before each of the 20th day of March, April, May, and June 2010. Notwithstanding anything contained herein to the contrary, it is understood and agreed that the cumulative dividend on the preferred stock is $250,000 as of the date hereof and that such dividend shall remain with Xxxxxxxx and shall be paid at such time as Company has sufficient cash flow to cover such payment.
