Facility Transfer Sample Clauses

Facility Transfer. A. An employee may request a facility transfer to another state facility. Requests for transfer shall be made by submitting a standard State application form directly to the facility. The request shall remain valid for one (1) year, unless withdrawn or renewed by the employee. Providing the facility has openings in the employee's classification, the employee shall be scheduled for an initial interview opportunity and, by making subsequent requests, may be granted additional interview opportunities.
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Facility Transfer. On the Transfer Date, Project Company shall transfer to GPA, free from any lien or encumbrance and without the payment of compensation, all right, title and interest in and to the Facility including all fixtures, fittings, plant and equipment (including all test equipment, special tools, as-built drawings, software, documents, reports, analyses, all relevant files, plant procedures and forms as reasonably required and necessary for GPA to effectively operate the Facility after the transfer) and all improvements comprising the Facility (the “Facility Transfer”), provided that there is no default in payment obligations by GPA that has not been cured. Six (6) months prior to the Transfer Date, GPA and Project Company shall meet and agree on the inventories involved and the mechanics of the Facility Transfer but Project Company shall not be liable for any discrepencies between such inventories and the actual fixtures, fittings, plant and equipment transferred, provided that following agreement on inventories Project Company shall exercise the same care regarding the fixtures, fittings, plant and equipment and all improvements therein as it did prior to agreeing to the same and provided further that GPA shall be entitled to provide a security unit within the Site. [ ] shall be responsible for all costs and expenses (including legal fees and taxes or duties) incurred in connection with the Facility Transfer and shall at its own cost obtain or effect all Government Authorizations and other approvals, licenses, registrations and filings and take such other action as may be necessary for the Facility Transfer as contemplated in this Article 18, and reimburse [ ] on demand for all such costs and expenses incurred by [ ] in respect thereof.
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Facility Transfer. 3.1. On the date of this Agreement, the Lessor shall transfer the Facility to the Lessee in a condition which it has on the date of this Agreement, and shall do it by signing the Acceptance Certificate given in Appendix No. 2 hereto (Clause 19.8.2.). The Lessee has inspected the Facility (including the utilities, equipment, and systems) and checked it for operability, compliance with the Lessee’s requirements, possibility and suitability for further use. The Facility has no significant deficiencies. The Lessee agrees in exercising its rights hereunder and takes into account that as of the date of this Agreement there are, and may be during the Lease Period, the following facts: Absence of duly executed land-use documentation for: • Storm water sewer (c/n 69:10:0000025:1313); • Sanitary sewer (c/n 69:10:0000025:1314); • Sanitary sewer (c/n 69:10:0000025:5247); • Domestic water supply (c/n 69:10:0000025:5251); • Fences (c/n 69:10:0000025:1302); Absence of the common use status regarding the roadways on the land plot (c/n 69:10:0000025:2380); Absence of duly executed land-use documentation for: • Domestic water supply (c/n 69:10:0000025:1309); • Sanitary sewer (c/n 69:10:0000025:1314); • 10 kV cable line (c/n 69:10:0000025:2134); • Medium pressure gas pipeline (69:10:0000025:1688); • 10 kV cable line (c/n 69:10:0000025:5257); • Pathway and roadway on the land plot (c/n 69:10:0000025:2380); Absence of duly executed land-use documentation for: • Domestic water supply (c/n 69:10:0000025:1309); • Sanitary sewer (c/n 69:10:0000025:1314); • Medium pressure gas pipeline (69:10:0000025:1688); • Pathway and roadway on the land plot (c/n 69:10:0000025:6496); Absence of location description in the Unified State Register of Immovable Property regarding: • Checkpoint (c/n 69:10:0000025:1308); • Gas Boiler House (c/n 69:10:0000025:1312); • Medium pressure gas pipeline (c/n 69:10:0000025:1688); Absence of or improper registration of discharge point documentation for storm water sewer (c/n 69:10:0000025:5249); Absence of or improper operation of treatment facilities for discharge of domestic sewage into the water body, or a contract for collection of waste water into centralized sewage system; Absence of or improper execution of a water supply contract for the centralized water supply system; Absence of the fixed SPZ (sanitary protection zones) at the Facility, and also the fact of lack of the SPZ at other facilities from which SPZ are actually or may be established for the ...
Sample 1
Facility Transfer. In the event that Epic breaches any of its obligations or requirements under this Agreement and fails to cure any such breach within 60 days of notice thereof by Mikah (or if earlier, on the date such breach results in the inability of Mikah to sell and market the Products or any of them under the provisions of the FD&C Act or applicable Laws), Mikah shall have the right to take all actions necessary to accomplish a Technology Transfer to a different manufacturing facility for the Product so effected (a "Facility Transfer").The Facility Transfer shall be at the cost and expense of Epic. Upon and after a Facility Transfer made pursuant to this Section, Mikah shall not be obligated to make any payments to Epic with respect to Product that is not manufactured at Epic's Facility. Any facility Transfer shall be effective until the Product Termination Date for each individual Product. The rights of Mikah under this Section shall be in addition to its other rights under this Agreement.
Sample 1
Facility Transfer. In the event that Elite breaches any of its obligations or requirements under this Agreement and fails to cure any such breach within 60 days of notice thereof by Mikah (or if earlier, on the date such breach results in the inability of Mikah to sell and market the Products or any of them under the provisions of the FD&C Act or applicable laws), Mikah shall have the right to take all actions necessary to accomplish a Technology Transfer to a different manufacturing facility for the Product so effected (a “Facility Transfer”). The Facility Transfer shall be at the cost and expense of Elite. Upon and after a Facility Transfer made pursuant to this Section, Mikah shall not be obligated to make any payments to Elite with respect to Product that is not manufactured at Elite's Facility. Any Facility Transfer shall be effective until the Product Termination Date for each individual Product. The rights of Mikah under this Section shall be in addition to its other rights under this Agreement. {***} Confidential portions of this exhibit have been redacted and filed separately with the Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended
Sample 1
Facility Transfer. In the event that Shasun breaches any of its obligations or requirements under this Agreement and fails to cure such breach within 60 days notice thereof by Alpharma (or if earlier, on the date such breach results in the inability of Alpharma or its Affiliates to sell and market the Developed Products under the provisions of the FD&C Act or the European Acts), Alpharma shall have the right to take all actions necessary to accomplish a Facility Transfer for the Developed Product so effected. The Facility Transfer shall be at the cost and expense of Shasun. Upon and after a Facility Transfer made pursuant to this Section, Alpharma or any Affiliate selling such Developed Products shall not be obligated to pay to Shasun the Transfer Price or the Additional Purchase Price with respect to any Developed Products that are not manufactured in Shasun's Facility. Any Facility Transfer shall be effective until the Product Termination Date for each individual Developed Product. The rights of Alpharma under this Section shall be in addition to its rights under this Agreement.
Sample 1

Related to Facility Transfer

  • Equity Transfer 1.1 Party B and Party C agree to transfer the Equity to Party A, and Party A agrees to acquire such Equity. Upon completion of the Equity Transfer, Party A shall hold 100% of the Equity.

  • Permitted Equity Transfers Notwithstanding the restrictions contained in this Article 6, the following equity transfers shall be permitted without Lender’s consent: (a) a transfer (but not a pledge) by devise or descent or by operation of law upon the death of a Restricted Party or any member, partner or shareholder of a Restricted Party, (b) the transfer or issuance (but not the pledge), in one or a series of transactions, of the stock, partnership interests or membership interests (as the case may be) in a Restricted Party or (c) the sale, transfer or issuance of shares of common stock in any Restricted Party that is a publicly traded entity, provided such shares of common stock are listed on the New York Stock Exchange or another nationally recognized stock exchange (provided, that, the foregoing provisions of this clause (c) shall not be deemed to waive, qualify or otherwise limit Borrower’s obligation to comply (or to cause the compliance with) the other covenants set forth herein and in the other Loan Documents (including, without limitation, the covenants contained herein relating to ERISA matters)); provided, further, that, with respect to the transfers listed in clauses (a) and/or (b) above, (A) Lender shall receive not less than thirty (30) days prior written notice of such transfers, provided, however, prior written notice shall not be required with respect to transfers of direct or indirect ownership interests in Sponsor which do not result in a change in Control of Sponsor; (B) no such transfers shall result in a change in Control of Sponsor, Guarantor or Affiliated Manager; (C) after giving effect to such transfers, Sponsor shall (I) own at least a 51% direct or indirect equity ownership interest in each of Borrower and any SPE Component Entity; (II) Control Borrower and any SPE Component Entity and (III) control the day-to-day operation of the Property; (D) after giving effect to such transfers, the Property shall continue to be managed by Affiliated Manager or a New Manager approved in accordance with the applicable terms and conditions hereof; (E) in the case of the transfer of any direct equity ownership interests in Borrower or in any SPE Component Entity, such transfers shall be conditioned upon continued compliance with the relevant provisions of Article 5 hereof; (F) such transfers shall be conditioned upon Borrower’s ability to, after giving effect to the equity transfer in question (I) remake the representations contained herein relating to ERISA matters (and, upon Lender’s request, Borrower shall deliver to Lender an Officer’s Certificate containing such updated representations effective as of the date of the consummation of the applicable equity transfer) and (II) continue to comply with the covenants contained herein relating to ERISA matters; and (G) after giving effect to such transfer, the Guarantor Control Condition shall be satisfied. Notwithstanding the above, a Sponsor Level Pledge shall be permitted hereunder (and a Sponsor Level Pledge may be effected without the consent or approval of Lender) so long as any transfers made in connection therewith (exclusive of the actual grant of the Sponsor Level Pledge) comply with all other applicable provisions hereof (including, without limitation and as applicable, the foregoing provisions of this paragraph). Upon request from Lender, Borrower shall promptly provide Lender a revised version of the organizational chart delivered to Lender in connection with the Loan reflecting any equity transfer consummated in accordance with this Section 6.3.

  • Transfer or Sale The Investor understands that (i) the Securities may not be offered for sale, sold, assigned or transferred unless (A) registered pursuant to the Securities Act or (B) an exemption exists permitting such Securities to be sold, assigned or transferred without such registration; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder.

  • Material Transfer In order to facilitate the Research Program and Joint Development Plans, either Party may provide to the other Party certain biological materials or chemical compounds including, but not limited to AVEO Molecules, receptors, assays, reagents and screens (collectively, “Materials”) owned by or licensed to the supplying Party (other than under this Agreement) for use by the other Party in furtherance of the Research Program and/or the Joint Development Plans. Except as otherwise provided under this Agreement, all such Materials delivered to the other Party shall, subject to the licenses granted the other Party pursuant to Article 6, remain the sole property of the supplying Party, shall be used only in furtherance of the Research Program and/or the Joint Development Plans, as applicable, and solely under the control of the other Party and/or its Affiliates, shall not be used or delivered to or for the benefit of any Third Party without the prior written consent of the supplying Party, and shall not (without the prior written consent of the supplying Party) be used in research or testing involving human subjects. The Materials supplied under this Section 10.6 must be used with prudence and appropriate caution in any experimental work, since not all of their characteristics may be known. Each Party represents and warrants to the other that it has the right to provide the Materials to the other Party for the uses contemplated herein. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE X, THE MATERIALS ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY.

  • Transfer of Loan Lender may, at any time, sell, transfer or assign the Loan Documents, or grant participations therein (“Participations”) or syndicate the Loan (“Syndication”) or issue mortgage pass-through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement (“Securities”) (a Syndication or the issuance of Participations and/or Securities, a “Securitization”).

  • Know-How Transfer As and when required in relation to a COVID R&D Plan (and from time to time during the Term if new Know-How within the CureVac Know-How comes to be Controlled by CureVac) or as soon as reasonably practicable upon GSK’s request, CureVac shall disclose and/or deliver to GSK copies of all Development Data and the CureVac Know- How that is reasonably required for GSK’s Development activities in accordance with the COVID R&D Plan (including for regulatory purposes) (“Development Transfer Materials”), with the exception, however, of all Know-How comprised in the CureVac Manufacturing Technology which shall be made available to GSK or its designee as set forth in Section 5.2.1. The technology transfer to be undertaken under this Section 4.7 shall be overseen by the Joint Steering Committee. Any transfer of Know-How pursuant to this Section 4.7 shall be carried out on the basis of a specific technology transfer plan determined in good faith by the Parties and reflected in a technology transfer addendum to this Agreement, detailing at least the following activities together with appropriate timelines: (i) the provision by CureVac of soft copies and, to the extent reasonably required by GSK, hard copies of all Development Transfer Materials; (ii) the procurement by CureVac of the services of such qualified and experienced scientists and technicians, production and quality assurance personnel, engineers, and quality checking personnel as may be reasonably necessary to support the transfer of the Development Transfer Materials. Until completion of the transfer of the Development Transfer Materials, CureVac shall build and maintain a secure, readable, accessible and complete repository of the Development Transfer Materials.

  • CONTINUING SECURITY INTEREST; TRANSFER OF LOANS This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the Payment in Full of all Secured Obligations, be binding upon each Grantor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon the Payment in Full of all Secured Obligations, the security interest granted hereby shall automatically terminate hereunder without delivery of any instrument or performance of any act by any party and all rights to the Collateral shall revert to the Grantors. Upon any such termination the Collateral Agent shall, at the Grantors’ expense, execute and deliver to the Grantors or otherwise authorize the filing of such documents as the Grantors shall reasonably request, including financing statement amendments to evidence such termination and shall deliver to the applicable Grantor any Collateral of such Grantor held by the Collateral Agent hereunder. Upon any disposition of property permitted by the Credit Agreement, the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Agent shall, at the applicable Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as such Grantor shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such release and shall deliver to the applicable Grantor any Collateral of such Grantor held by the Collateral Agent hereunder, to the extent applicable.

  • Permitted Transfer Notwithstanding anything in this Article 5 to the contrary, Tenant may assign its interest in this Lease or sublease all or any part of the Premises (each a “Permitted Transfer”) to a Permitted Transferee (defined below) with notice to Landlord (delivered prior to the Transfer, or in the event Tenant is prohibited from doing so by Applicable Laws or contractual obligations, then as soon as reasonably practical) but without Landlord’s prior written consent; provided, that (i) with respect to a Permitted Transfer involving an assignment of this Lease, the Permitted Transferee assumes this Lease by a written assumption agreement delivered to Landlord prior to the effective date of such Permitted Transfer (unless such prior delivery is prohibited by Applicable Laws, in which event Tenant shall deliver such assumption agreement as soon as allowed), (ii) the Permitted Transferee shall use the Premises only for the Permitted Use, (iii) the use of the Premises by the Permitted Transferee shall not violate any other agreements or leases affecting the Property, (iv) the occurrence of a Permitted Transfer shall not waive Landlord’s rights as to any subsequent Transfer, (v) the Permitted Transferee shall satisfy the Credit Requirement (defined below), and (vi) Tenant shall have given Landlord written notice at least thirty (30) day before such Transfer (unless such notice is prohibited by applicable Law, in which event Tenant shall give such notice within ten days following such Transfer). As used herein, (A) “Affiliate” means any person or entity who or which controls, is controlled by, or is under common control with Tenant, (ii) a corporation or other entity which shall be a wholly owned subsidiary of the Tenant, (iii) the parent corporation or other entity that wholly owns Tenant, or (iv) a subsidiary of such parent corporation or other entity that wholly owns Tenant, or a corporation or other entity having a majority of its ownership in common with the ownership of Tenant, or (v) a Successor corporation, limited liability company or other entity; (B) “Successor” means any (i) business entity in which or with which Tenant is merged or consolidated in accordance with applicable statutory provisions governing merger and consolidation of business entities, so long as Tenant’s obligations under this Lease are assumed by the Successor, or (ii) the successor or surviving corporation or other entity in the event of a merger or consolidation of the Tenant with another corporation, so long as Tenant’s obligations under this Lease are assumed by the Successor; (C) “Purchaser” means any person or entity who or which acquires all or substantially all of the assets or equity interests of Tenant; (D) “Permitted Transferee” means an Affiliate, Successor or Purchaser. The “Credit Requirement” shall be deemed satisfied if, as of the effective date of the Permitted Transfer, the resulting tenant under this Lease meets or exceeds all of following minimum criteria immediately following the Transfer: (i) cash on hand equal to at least Two Billion Dollars ($2,000,000,000) according to the Permitted Transferee’s most recent financial statement, determined in accordance with generally accepted accounting principles (“GAAP”), (ii) outstanding debt of not more than sixty (60%) of the Permitted Transferee’s available cash on hand (as determined pursuant to the foregoing subsection (i) according to the Permitted Transferee’s most recent financial statement, determined in accordance with GAAP, and (iii) a market capitalization equal to at least Five Billion Three Hundred Million Dollars ($5,300,000,000).

  • Transfer of Loans The Assignment of Mortgage is in recordable form and is acceptable for recording under the laws of the jurisdiction in which the Mortgaged Property is located.

  • Asset Transfer Seller shall have delivered to Buyer the following instruments of transfer and assignment in accordance with the provisions hereof, transferring to Buyer all of Seller's right, title and interest in and to the Assets, free and clear of all Liens:

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