Transfer and Consent Sample Clauses

Transfer and Consent. Buyer acknowledges that ▇▇▇▇▇ & ▇▇▇▇▇▇▇ has represented JWA and Century in connection with the transactions provided for herein. Effective upon the Closing, Century shall, without the necessity of further documentation of transfer, be deemed to have irrevocably assigned and transferred to JWA all of Century's right to title to and interest in all communications with, and work product of, ▇▇▇▇▇ & Lardner as they relate to this Agreement, all Ancillary Instruments and the transactions effected by each and the preparation and negotiation thereof, together with all written or other materials consisting of, containing, summarizing or embodying such communications and work product. Buyer, for itself and all its affiliated persons and entities, hereby consents to the representation by ▇▇▇▇▇ & ▇▇▇▇▇▇▇ of JWA in any future matter including, without limitation, post-closing disputes concerning this Agreement and all transactions provided for herein.
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Transfer and Consent. Effective at 12:01 a.m., Central local time on June 1, 2005 (the "Effective Time"), ▇.▇. ▇▇▇▇▇▇▇ hereby distributes to ▇▇▇▇▇▇▇ Companies all of its rights, duties and obligations under each of the Advisory Agreements, and ▇▇▇▇▇▇▇ Companies hereby contributes to ZCM all of such rights, duties and obligations. Upon such distribution and contribution, ZCM agrees to become bound by the terms and conditions of each of the Advisory Agreements and to assume, discharge, perform and become liable for the performance of all of ▇.▇. ▇▇▇▇▇▇▇'▇ duties and obligations under each of the Advisory Agreements. North Track, by action of its Board of Directors, confirms its consent to such distribution and contribution. Accordingly, from and after the Effective Time, the Advisory Agreements, as amended and restated pursuant to Section 2 below, shall continue in full force and effect with all duties and obligations of ▇.▇. ▇▇▇▇▇▇▇ thereunder becoming the duties and obligations of ZCM, and all rights of ▇.▇. ▇▇▇▇▇▇▇ under the Advisory Agreements becoming the rights of ZCM enforceable by ZCM.
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Transfer and Consent. Buyer agrees and acknowledges that ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLP (“▇▇▇▇▇▇”) has represented the Company in connection with the transactions provided for in this Agreement. Effective upon the Closing, the Company shall, without the necessity of further documentation of transfer, be deemed to have irrevocably assigned and transferred to the Stockholder Representative all of the Company’s right and title to and interest in all communications with, and work product of, ▇▇▇▇▇▇ as they relate to this Agreement, all ancillary agreements hereto (including the other Transaction Documents) and the transactions effected by each and the preparation and negotiation thereof, together with all written or other materials consisting of, containing, summarizing or embodying such communications and work product. Buyer, for itself and all of its affiliates, hereby consents to the representation by ▇▇▇▇▇▇ of Stockholders in any future matter relating to post-Closing disputes concerning this Agreement and all transactions provided for herein.
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Transfer and Consent 
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Related to Transfer and Consent

  • ASSIGNMENT, TRANSFER, AND SUBCONTRACTING Contractor may not assign, transfer, or subcontract any portion of this contract without the Department's prior written consent. (18-4-141, MCA) Contractor is responsible to the Department for the acts and omissions of all subcontractors or agents and of persons directly or indirectly employed by such subcontractors, and for the acts and omissions of persons employed directly by Contractor. No contractual relationships exist between any subcontractor and the Department under this contract.

  • Transfer and Reassignment An academic staff member may, by agreement between the member and the University, be assigned to a new academic unit (Article 13.

  • Transfer/Assignment (A) Subject to compliance with clause (B) of this Section 7, this Warrant and all rights hereunder are transferable, in whole or in part, upon the books of the Company by the registered holder hereof in person or by duly authorized attorney, and a new warrant shall be made and delivered by the Company, of the same tenor and date as this Warrant but registered in the name of one or more transferees, upon surrender of this Warrant, duly endorsed, to the office or agency of the Company described in Section 3. All expenses (other than stock transfer taxes) and other charges payable in connection with the preparation, execution and delivery of the new warrants pursuant to this Section 7 shall be paid by the Company. (B) The transfer of the Warrant and the Shares issued upon exercise of the Warrant are subject to the restrictions set forth in Section 4.4 of the Purchase Agreement. If and for so long as required by the Purchase Agreement, this Warrant shall contain the legends as set forth in Section 4.2(a) of the Purchase Agreement.

  • Assignment of Registration Rights The rights under this Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of such Investor’s Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement.

  • Transfer and Assignment Party A may assign or transfer any of its rights or delegate any of its duties hereunder to any Affiliate of Party A that has a long-term issuer rating or a rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than Party A’s credit rating at the time of such assignment or transfer so long as (a) such assignee or transferee is organized under the laws of the United States or any State thereof; (b) Party B will not be required to pay to such assignee or transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which Party B would have been required to pay Party A in the absence of such assignment or transfer; (c) Party B will not receive a payment from which an amount has been withheld or deducted on account of a Tax under Section 2(d)(i) of the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; and (d) no Event of Default, Potential Event of Default or Termination Event will occur as a result of such assignment or transfer. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B to the extent of any such performance.