Transfer Applications Clause Samples
The 'Transfer Applications' clause governs the process by which rights, obligations, or interests under an agreement may be assigned or transferred from one party to another. Typically, this clause outlines the conditions under which such transfers are permitted, such as requiring prior written consent from the non-transferring party or specifying exceptions for transfers to affiliates. For example, it may allow a company to transfer its contractual rights to a subsidiary without additional approval. The core function of this clause is to control and clarify how contractual relationships can be shifted, thereby protecting parties from unwanted or unauthorized changes in who holds rights or responsibilities under the agreement.
Transfer Applications. Within ten (10) business days after the execution of this Agreement, the Company and the Buyer shall jointly file with the FCC an application for transfer or control of the Company, including its FCC Licenses, permits and authorizations pertaining to the Stations from the Seller to the Buyer (the "Transfer Application"). The costs of the FCC filing fees in connection with the Transfer Application shall be divided equally between the Seller and the Buyer. Each Party shall pay their own attorneys' fees. The Seller, the Company and the Buyer shall thereafter prosecute the Transfer Application with all reasonable diligence and otherwise use their commercially reasonable efforts to obtain the grant of the Transfer Application as expeditiously as practicable (but neither the Seller nor the Buyer shall have any obligation to satisfy complainants or the FCC by taking any steps which would have material adverse effect upon the Buyer, the Seller, or the Stations. If the FCC imposes any condition on any Party to the Transfer Application, such Party shall use commercially reasonable efforts to comply with such condition; provided that no such Party shall be required hereunder to comply with any condition that would have a material adverse effect upon the Buyer, the Seller or the Stations. The Seller and the Buyer shall jointly oppose any requests for reconsideration or judicial review of FCC approval of the Transfer Application and shall jointly request from the FCC an extension of the effective period of FCC approval of the Transfer Application if the Closing shall not have occurred prior to the expiration of the original effective period of the FCC Consent. Nothing in this Section 5(b) shall be construed to limit any Party's right to terminate this Agreement pursuant to Section 10 of this Agreement.
Transfer Applications. 20 (c) Notices and Consents.......................................20 (d) Operation of Business......................................20 (e) Employees..................................................21 (f) Advertising Obligations....................................21 (g) Operating Statements.......................................21 (h) Contracts..................................................21 (i) Operation of Stations......................................21 (j) Credit and Receivables.....................................21 (k) Preservation of Business...................................21 (l) Full Access and Consultation...............................22 (m)
Transfer Applications. Seller will not file any application for transfer of ownership with the FCC of ▇▇▇▇-FM, including its FCC Licenses, permits and authorizations pertaining to ▇▇▇▇-FM, licensed to operate in Fort ▇▇▇▇▇▇▇▇, Alabama to Seller. Furthermore, Seller will use all commercially reasonable efforts to cooperate with Cumulus Licensing to file an application for transfer of control, including its FCC Licenses, permits and authorizations pertaining to ▇▇▇▇-FM with the FCC on behalf of Cumulus Licensing.
Transfer Applications. Teachers may apply for transfer to the remaining schools/positions per mutually agreed to procedures annually as follows:
(1) Secondary teachers may apply to a maximum of three (3) schools.
(2) Elementary teachers may apply to as many as seven (7)
Transfer Applications. 2.1 The Purchaser shall file or cause to be filed applications for the transfer of each Transferred Product Approval in each country or territory in which such transfer is required to be submitted as soon as practicable after the Closing Date.
2.2 Pending the transfer of each Transferred Product Approval pursuant to this Agreement or the Marketing Services Authorisation Services Agreement, the Seller shall, and shall cause the relevant members of the Seller’s Group to:
2.2.1 retain such Transferred Inventory as is required to supply the Products in accordance with the Marketing Authorisation Services Agreement;
2.2.2 invoice customers for the Products;
2.2.3 upon reasonable request from the Purchaser and at the Purchaser’s expense, reasonably cooperate and coordinate with the Purchaser in relation to the transfer of the Transferred Product Approvals, including by providing the Purchaser with regulatory documentation concerning the Products, Pipeline Product Approvals and Products Under Registration owned or controlled by the Seller or any of its Affiliates and general assistance for (but not to undertake) the transfer of the Transferred Product Approvals; and
2.2.4 not initiate any withdrawals of, or additional variations or amendments to, the Product Approvals, except in the event such withdrawals, variations or amendments are necessary for the continuation of the Business, as are provided in paragraph 3 or upon the Purchaser’s written request.
2.3 The Purchaser shall be solely responsible for applying for, and neither the Seller nor any of its Affiliates shall be required to apply for, any new tenders provided that, with respect to any Product Approvals that have not been transferred to the Purchaser, the parties will discuss in good faith commercially reasonable terms pursuant to which Seller shall cooperate with the Purchaser to respond to any new tenders to the extent necessary as the holders of any such Product Approvals, in each case provided that:
2.3.1 the Seller or the relevant Affiliate of the Seller is able to transfer any liabilities associated with such tenders to the Purchaser upon transfer of such Product Approval; and
2.3.2 any new tender does not postpone or interfere with the transfer of the Product Approval to the Purchaser or create additional liability for the Seller or its Affiliates.
Transfer Applications. Teachers may apply for transfer to the remaining schools/positions as follows:
(1) Secondary teachers may apply to a maximum of three (3) schools.
(2) Elementary teachers may apply to a maximum of seven (7) schools.
(3) The District shall forward the “Mid-Year Less Than Satisfactory Performance” list to the RTA by January 15th or as soon thereafter as the information is available to the Office of Human Resources. Teachers identified on the District’s “Mid-Year Less Than Satisfactory Performance” list will not be eligible to exercise a voluntary transfer for the succeeding school year unless there is a successful appeal to the CIT Joint Governing Panel.
Transfer Applications. 35 (i) Perfection of Channel License......................................................................... 35
Transfer Applications. Transferee shall not amend the Transfer Applications without the prior written approval of Transferor.
Transfer Applications. Promptly after the date of this Agreement, the Parties shall file with Local Authority all transfer or other applications or such other documents as may be necessary or advisable to obtain authorization for the consummation of the transactions described herein. The Parties shall use their respective Best Efforts to prosecute such filings with diligence and shall diligently oppose any objections to such approvals to the end that the Parties shall receive final action on such applications as soon as practicable. The term "final action" as used in the preceding sentence shall mean an action of the Local Authority that has not been reversed, stayed, enjoined, set aside, annulled or suspended, with respect to which no timely petition for reconsideration or administrative or judicial appeal or sua sponte action of the Local Authority with comparable effect is pending, and as to which the time for filing any such petition or appeal (administrative or judicial) or for the taking of any such sua sponte action of the Local Authority has expired. VIVA shall use its Best Efforts to cause the operations of the Channels and Wireline Services to be, at Closing, in material compliance with all Local Law. 140
(i) Perfection of Channel License. The Shareholders shall cause Centuri\n to take all steps necessary to fulfill all requirements imposed by Local Law or any Local Authority so as to bring the Channel License into full effectiveness.
Transfer Applications. The Purchaser shall have delivered the Transfer Applications to the Principal Member.