Transfers by Purchaser Sample Clauses

Transfers by Purchaser. Notwithstanding the foregoing provisions of this Article XVII, Purchaser may Transfer its rights and obligations hereunder to any Person to which Purchaser shall Transfer substantially all of its business and assets; provided that any such acquiring Person shall assume in writing the Purchaser’s obligations hereunder and shall deliver a signed copy of such assumption instrument to Producer. Purchaser shall remain liable for all of its obligations under this Agreement notwithstanding any such Transfer.
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Transfers by Purchaser. (i) Subject to and upon full compliance with Section 6 of the Pledge Agreement, Purchaser may, at any time or times, Transfer any or all of the Shares: (a) inter vivos to Purchaser's spouse or issue, a trust for their benefit, or pursuant to any will or testamentary trust; or (b) upon Purchaser's death, to any person in accordance with the laws of descent and/or testamentary distribution (such persons described in clauses (a) and (b) hereof are collectively referred to herein as "Permitted Transferees"). Notwithstanding the foregoing in this Section 2(c)(i), Shares shall not be Transferred pursuant to this Section 2(c)(i) until the Permitted Transferee executes a valid undertaking, in form and substance reasonably satisfactory to the Company, to the effect that the Permitted Transferee and the Shares so Transferred shall thereafter remain subject to all of the provisions of this Agreement and the Pledge Agreement, as though the Permitted Transferee were a party to this Agreement and the Pledge Agreement, bound in every respect in the same way as Purchaser. Transfers made in accordance with this Section 2(c)(i) shall not be subject to the provisions of Section 3 of this Agreement.
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Transfers by Purchaser. Notwithstanding the foregoing provisions of this Article XVII, Purchaser may Transfer its rights and obligations hereunder to any Person to which Purchaser shall Transfer substantially all of its business and assets; provided that any such acquiring Person shall assume in writing the Purchaser’s obligations hereunder and shall deliver a signed copy of such assumption instrument to Producer. Purchaser shall remain liable for all of its obligations under this Agreement notwithstanding any such Transfer. In the event of any Transfer to a Prohibited Person, the Purchaser (including the Prohibited Person and its Affiliates as Transferee) shall (a) be permitted to undertake quality audits pursuant to this Agreement (or any accompanying Quality Agreement) only if performed by a mutually agreed Third Party and with appropriate restrictions regarding confidentiality and (b) not be permitted (either itself or through any Third Party) to audit costs or pricing or otherwise review the cost or other financial information of Producer or any of its Affiliates. In the event of any direct or indirect Change of Control of Purchaser to a Prohibited Person or any Affiliate thereof, regardless of whether there is a Transfer of this Agreement or any rights or obligations hereunder, the Parties shall use commercially reasonable efforts to revise the pricing terms (and related terms) set forth in this Agreement such that the same or substantially similar pricing as otherwise would have occurred hereunder is retained without using the “cost-plus” formula in light of the proprietary nature of cost information of Producer in such scenario; provided that, until such Agreement is reached, Producer shall have the right to either (i) discontinue production with respect to such Supplied Products or (ii) if approved by Purchaser in writing, continue production of such Supplied Products at the price determined and provided to Purchaser by Producer in good faith.
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Transfers by Purchaser. (a) Subject to compliance with Section 6.11, Purchaser may assign its rights and/or delegate its obligations under this Agreement, and any Guarantee or Security Agreement, to any person (in each case, a “transferee”), in whole or part (a “Purchaser Transfer”); provided that (i) such transferee or any direct or indirect controlling shareholder of the same is not a Restricted Person (ii) the transaction does not result in an increase in any Taxes payable by Seller or Mine Owner as determined with reference to the Applicable Laws in effect or proposed at the time of such Transfer or an indemnity acceptable to Seller, acting reasonably, is provided for such Taxes; and (iii) so long as the Purchaser has any remaining obligation to pay any portion of the Advance, then in the reasonable opinion of both Seller and Purchaser, the transferee has sufficient financial resources to fulfil the obligations of the Purchaser hereunder.
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Transfers by Purchaser. (a) Purchaser shall not transfer or sell the High Oil Corn business or the Ivermectin Business (each, a "TRANSFER OF THE BUSINESS") unless the purchaser or transferee thereof expressly assumes Purchaser's obligations to make the High Oil Corn Payments or the Ivermectin Payments, respectively, to Seller.
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Transfers by Purchaser. Purchaser shall have the right to assign or partially assign all of its right, title and interest in this Contract to a subsidiary to be formed without the prior written consent of Seller. Any other transfer or assignment shall require the written consent of Seller which consent may be withheld in Seller's sole and absolute discretion. No assignment or transfer made by Purchaser shall be of any force or effect whatsoever unless and until Purchaser shall have delivered to Seller a counterpart of such assignment, duly
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Transfers by Purchaser. Purchaser shall have the right to assign or partially assign all of its right, title and interest in this Contract to a subsidiary to be formed without the prior written consent of Seller. Any other transfer or assignment shall require the written consent of Seller which consent may be withheld in Seller's sole and absolute discretion. No assignment or 37. transfer made by Purchaser shall be of any force or effect whatsoever unless and until Purchaser shall have delivered to Seller a counterpart of such assignment, duly executed by Purchaser and the assignee, and an assumption agreement with the respect thereto in favor of Seller, duly executed by Purchaser and the assignee, both of which documents shall be in form and substance satisfactory to Seller. Notwithstanding anything to the contrary contained herein, no such assignment shall relieve the assigning party from its liability under this Contract. Any assignment made in violation hereof or which does not comply with the provisions hereof is and shall be null and void.
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Transfers by Purchaser. Purchaser has the right to assign or partially assign all of its right, title, and interest in this Agreement to a subsidiary to be formed without the prior written consent of Seller. Any other transfer or assignment requires the written consent of Seller which consent may be withheld in Seller's sold and absolute discretion. No assignment or transfer made by Purchaser has any force or effect whatsoever unless and until Purchaser delivers to Seller a counterpart of that assignment, duly executed by Purchaser and the assignee, and an assumption agreement with the respect thereto in favor of Seller, duly executed by Purchaser and the assignee, both of which documents must be in form and substance satisfactory to Seller. Notwithstanding anything to the contrary contained herein, such assignment does not relieve the assigning Party from its liability under this Agreement. Any assignment made in violation hereof or that does not comply with the provisions hereof is null and void.
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Related to Transfers by Purchaser

  • Transfers by Members No holder of Units shall Transfer any interest in any Units, except Transfers (a) pursuant to and in accordance with Sections 10.02 and 10.09 or (b) approved in advance and in writing by the Manager, in the case of Transfers by any Member other than the Manager, or (c) in the case of Transfers by the Manager, to any Person who succeeds to the Manager in accordance with Section 6.04. Notwithstanding the foregoing, “Transfer” shall not include (i) an event that terminates the existence of a Member for income tax purposes (including, without limitation, a change in entity classification of a Member under Treasury Regulations Section 301.7701-3, a sale of assets by, or liquidation of, a Member pursuant to an election under Code Sections 336 or 338, or merger, severance, or allocation within a trust or among sub-trusts of a trust that is a Member), but that does not terminate the existence of such Member under applicable state Law (or, in the case of a trust that is a Member, does not terminate the trusteeship of the fiduciaries under such trust with respect to all the Units of such trust that is a Member) or (ii) any indirect Transfer of Units held by the Manager by virtue of any Transfer of Equity Securities in the Corporation.

  • Assignments and Transfers by Investors The provisions of this Agreement shall be binding upon and inure to the benefit of the Investors and their respective successors and assigns. An Investor may transfer or assign, in whole or from time to time in part, to one or more persons its rights hereunder in connection with the transfer of Registrable Securities by such Investor to such person, provided that such Investor complies with all laws applicable thereto and provides written notice of assignment to the Company promptly after such assignment is effected.

  • Transfers by Banks If a Bank wishes to transfer all or any of its rights, benefits and/or obligations hereunder as contemplated in Clause 26.2 (ASSIGNMENTS AND TRANSFERS BY BANKS), then such transfer may be effected by the delivery to the Agent and the Borrower of a duly completed and duly executed Transfer Certificate in which event, on the later of the Transfer Date specified in such Transfer Certificate and the fifth business day after (or such earlier business day endorsed by the Agent on such Transfer Certificate) the date of delivery of such Transfer Certificate to the Agent:

  • Transfers by Landlord Landlord shall have the right to transfer and assign, in whole or in part, all of its rights and obligations hereunder and in the Building and Property referred to herein, and in such event and upon such transfer Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to such successor in interest of Landlord for the performance of such obligations.

  • Assignments and transfers by Obligors No Obligor may assign or transfer any of its rights and obligations under the Finance Documents without the prior consent of all the Lenders.

  • Assignment and transfers by Obligors No Obligor may assign any of its rights or transfer any of its rights or obligations under the Finance Documents.

  • Assignments and Transfers by the Company This Agreement may not be assigned by the Company (whether by operation of law or otherwise) without the prior written consent of the Required Investors, provided, however, that the Company may assign its rights and delegate its duties hereunder to any surviving or successor corporation in connection with a merger or consolidation of the Company with another corporation, or a sale, transfer or other disposition of all or substantially all of the Company’s assets to another corporation, without the prior written consent of the Required Investors, after notice duly given by the Company to each Investor.

  • Assignments and transfers by Lenders (a) A Lender (the Existing Lender) may, subject to the following provisions of this Subclause, at any time assign or transfer (including by way of novation) any of its rights and obligations under this Agreement to any other person (the New Lender).

  • Transfers and Pledges This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

  • Transfers, etc (a) The Company will maintain a register containing the name and address of the Registered Holder of this Warrant. The Registered Holder may change its or his address as shown on the warrant register by written notice to the Company requesting such change.

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