Transfer of Business Contracts Sample Clauses

Transfer of Business Contracts. The Parties unanimously agree and confirm that, as of the Closing Date, the Transferor shall have procured relevant parties to the Business Contracts to enter into Contract Transfer Agreement or other novation agreement as showed in Appendix IV with Kankan, and make best efforts to procure all Business Contracts to be transferred to Kankan in accordance with the transfer methods and principles agreed in Appendix III. The effective date of the transfer as a whole of the rights and obligations agreed in the Contract Transfer Agreement executed between the relevant parties to each Business Contract and Kankan shall be the date of transfer of rights and obligations of the Business Contracts (“Contract Transfer Date”). Prior to the Contract Transfer Date, the Transferor shall always perform and comply with the Business Contracts.
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Transfer of Business Contracts. 5.1.1 The Transferor shall make its best efforts to cause the Business Contracts to be transferred to the Transferee as soon as possible before the Closing Date, and also cause related acceptance reports to be issued after the written warranties of the related parties of the Business Contracts are accepted. Business Contracts may be transferred in any of the following ways:
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Transfer of Business Contracts. The parties acknowledge and agree that certain Contracts relating to the marketing, sales and distribution activities of IMS and its Affiliates set forth on Section 4.19(c) of the Disclosure Schedule (the "Retained Contracts") shall be Excluded Contracts and thereby be retained by IMS or its Affiliates during the Transition Period for the territory or activity to which such Retained Contract relates. IMS and its Affiliates shall conduct their activities with respect to such Retained Contracts solely in accordance with Section 4.19(a) as if such Retained Contracts were Transition Assets and such Retained Contracts shall be held and managed for the benefit of the Company. Subject to compliance with the foregoing requirements, IMS and its Affiliates shall include the revenues from, and expenses, costs and liabilities arising under, such Retained Contracts in the amounts calculated and remitted under the IMA Transition Services Agreement. At the end of the applicable Transition Period, IMS shall or shall cause its Affiliates to transfer or assign the Retained Contracts to an Affiliate of PGIO or such other Person as the Company may request and such Affiliate of PGIO or other Person shall assume any and all rights and obligations under such Retained Contracts arising after the date of such transfer or assignment.
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Transfer of Business Contracts. 9.1 With respect to the Business Contracts which only require notice of any assignment or novation to be delivered by the relevant Assignor to the relevant Third Party, the Seller, on behalf of the relevant Assignor, shall send on or as soon as reasonably practicable following the Closing Date to the relevant Third Party a notification letter in the Agreed Form to notify such Party of the assignment of such Business Contract to the Purchaser. This Agreement shall constitute the assignment to the Purchaser of any Business Contract which do not require consent and which respect to those Business Contracts that do require consent, shall constitute the assignment to the Purchaser upon receipt of the applicable consent.
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Related to Transfer of Business Contracts

  • Transfer of Licenses Lessee shall use reasonable efforts (i) to transfer to Lessor or Lessor’s nominee all licenses, operating permits and other governmental authorizations and all contracts, including contracts with governmental or quasi-governmental entities, that may be necessary for the operation of the Hotel (collectively, “Licenses”), or (ii) if such transfer is prohibited by law or Lessor otherwise elects, to cooperate with Lessor or Lessor’s nominee in connection with the processing by Lessor or Lessor’s nominee of any applications for, all Licenses; provided, in either case, that the costs and expenses of any such transfer or the processing of any such application shall be paid by Lessor or Lessor’s nominee.

  • 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:

  • Transfer of Purchased Assets At each exercise of the Asset Purchase Option by Party A:

  • Transfer of Acquired Assets At the Closing, Seller is transferring and shall transfer to Buyer, and the Transaction Agreements are effective to vest in Buyer, good, valid and indefeasible or marketable, fee simple or leasehold, as applicable, title to the Acquired Assets, free and clear of all Liens, other than Permitted Liens.

  • Sale and Transfer of Assets Closing 2.1 Assets to be Sold Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller’s right, title and interest in and to all of Seller’s property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including but not limited to the following (but excluding the Excluded Assets):

  • Transfer of Know-How For the avoidance of doubt, unless specifically stated otherwise, nothing under this Agreement shall obligate Licensor to provide or otherwise make available to Licensee any copies or embodiments of any Know-How or make or provide or otherwise make available to Licensee any updates to any Know-How (even if Licensor or its Affiliates updates same for their own use).

  • Sale and Transfer of Assets Subject to the terms and conditions set forth in this Agreement, Seller agrees to sell, convey, transfer, assign and deliver to Buyer (or a wholly-owned subsidiary of Buyer), and Buyer agrees to purchase from Seller, all the assets, properties, and business of Seller used in the Business of every kind, character, and description, whether tangible, intangible, real, personal, or mixed, and wherever located, all of which are collectively referred to herein as the “Purchased Assets", including but not limited to, the following:

  • Seller Contracts All contracts and agreements, other than ---------------- Governmental Permits and those relating to Real Property, pertaining to the ownership, operation and maintenance of the Assets or the Business or used or held for use in the Business, as described on SCHEDULE 5.6 or, in the case of contracts and agreements relating to Real Property, on SCHEDULE 5.7.

  • Transfer of Assets; Assumption of Liabilities (a) Prior to the Distribution, Pinnacle shall effect the steps of the plan and structure set forth on Schedule 2.1(a) (such plan and structure being referred to herein as the “Plan of Reorganization”), including:

  • Transfer of the Property Any sale, lease, conveyance, assignment, pledge, encumbrance, or transfer of all or any part of the Property or any interest therein, voluntarily or involuntarily, whether by operation of law or otherwise, except: (i) sales or transfers of items of the Accessories which have become obsolete or worn beyond practical use and which have been replaced by adequate substitutes, owned by Mortgagor, having a value equal to or greater than the replaced items when new; and (ii) the grant, in the ordinary course of business, of a leasehold interest in a part of the Improvements to a tenant for occupancy, not containing a right or option to purchase and not in contravention of any provision of this Mortgage or of any other Loan Document. Mortgagee may, in its sole discretion, waive a default under this paragraph, but it shall have no obligation to do so, and any waiver may be conditioned upon such one or more of the following (if any) which Mortgagee may require: the grantee’s integrity, reputation, character, creditworthiness and management ability being satisfactory to Mortgagee in its sole judgment and grantee executing, prior to such sale or transfer, a written assumption agreement containing such terms as Mortgagee may require, a principal paydown on the Note, an increase in the rate of interest payable under the Note, a transfer fee, a modification of the term of the Note, and any other modification of the Loan Documents which Mortgagee may require. NOTICE - THE DEBT SECURED HEREBY IS SUBJECT TO CALL IN FULL IN THE EVENT OF SALE OR CONVEYANCE OF THE PROPERTY CONVEYED.

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