Transfer of Clients Sample Clauses

The Transfer of Clients clause governs the process by which clients are moved from one party to another, typically in the context of business acquisitions, mergers, or changes in service providers. This clause outlines the conditions under which client relationships, contracts, or accounts may be transferred, including any required notifications, consents, or procedures to ensure a smooth transition. Its core function is to provide a clear framework for the orderly and legally compliant transfer of client relationships, minimizing disruption and protecting the interests of all parties involved.
Transfer of Clients. Where we are required or consider it desirable to do so (including for regulatory reasons), we may ask to transfer your client relationship to our Related Company, BBG. Where we decide to do this, we will ask for your prior written consent, under clause 23.1a below, to transfer by way of novation all of our rights and obligations under the Client Services Agreement and any CFDs we have entered with you, to BBG, in exchange for a single payment of NZ$1.00 to you (which we may set off against any fees and charges you owe us). If you consent to this, and BBG confirms its agreement, the following terms will apply: a. subject to sub-clause 23.1c, your rights, obligations and liabilities under the Terms and Conditions and any CFDs will continue and remain unaffected; b. BBG is substituted for us under the Client Services Agreement and any CFDs as if it had originally entered into the Client Services Agreement and any CFDs in place of us and all references in the Client Services Agreement to us are to be read and construed as if they were references to BBG; c. the terms of the Client Services Agreement will be amended and restated in the form of the BBG Agreement (in its entirety); d. BBG may exercise all of our rights and it will perform and discharge all of our obligations under the Client Services Agreement (as amended and restated) and any CFDs; e. you release and discharge us from all of our obligations under the Client Services Agreement and any CFDs, except in respect of any matter which arose before the transfer (including a breach of the Client Services Agreement); and f. we may transfer all information (including personal information) we hold in connection to you and your Account, and your money held in our trust account, to BBG. You expressly consent to the transfer of your personal information outside New Zealand for this purpose. Where we decide to do this under clause 23.1 above, we will give you at least 5 Business Days’ notice requesting your prior written consent to and confirmation of the matters set out in clause 23.1 above. We will also provide you with the BBG Agreement for your consideration. If we do not receive your written consent and confirmation under clause 23.2, we may immediately close any open positions you may have, restrict you from using the Trading Platform, charge and deduct any fees and charges we are entitled to receive under the Client Services Agreement whether or not they are due (which we will set off against any amounts ...
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Transfer of Clients. On termination of this agreement, the Licensee will facilitate the transfer of Clients to the Corporate Authorised Representatives’ new licensee after the following has occurred: (a) the Corporate Authorised Representative must send to each Client a letter in a form approved by the Licensee in writing advising each Client of the termination. A bulk transfer to the new licensee of those Clients who do not respond to the letter within 30 days seeking to remain with the Licensee will then occur; (b) a bulk Client Service Rights Transfer Agreement in a form to be agreed between the Licensee and the new licensee is executed that must contain a provision to the effect that the Licensee will not be responsible for any advice provided by the Corporate Authorised Representative from the date that this agreement is terminated; (c) any debts owing by the Corporate Authorised Representative to the Licensee are paid in full; (d) the completion of any steps which are required to be completed under the Applicable Law or any agreements or arrangements which have been entered into by the Licensee or the Corporate Authorised Representative; and (e) any other requests made by the licensee are met.
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Transfer of Clients. Media Port agrees to procure that Charm and its Affiliates shall, by 30 April 2010, transfer all existing clients of Media Port and its Affiliates whose names are set out in Schedule 5 (or such other existing clients of Media Port and its Affiliates as may be substituted by Media Port prior to 30 April 2010 on the basis of equal or greater revenue contribution to Beijing Vizeum; provided that such other existing clients shall have entered into media planning, buying and consultancy service agreements or arrangements with Beijing Vizeum or otherwise with a company in the PRC as agreed between the Company and Media Port effective by no later than 30 April 2010 and Media Port shall consult with PAL on the terms and conditions of the service agreements or arrangements before entering into such service agreements or arrangements) (“Charm’s Designated Clients”) and who have entered into media planning, buying and consultancy service agreements with Beijing Vizeum or otherwise with a company in the PRC as agreed between the Company and Media Port effective by no later than 30 April 2010 and on such terms and conditions mutually agreed between the Company and Media Port.
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Transfer of Clients. ‌ (1) If an employee is allocated a client that they have not supported in the past: (a) The employee will be given a full briefing prior to the transfer taking effect; and‌ (b) depending on the skills and experience of the employee and the complexity of the client, the requirement for buddy shifts is determined.
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Transfer of Clients. Subject to: (a) clause 9.15; (b) the New Licensee executing a Transfer Deed substantially in the form of Schedule 3 (if the New Licensee executes the Transfer Deed but without the words "and indemnifies RI Advice Group" in clause 3.1 of the Transfer Deed and/or without clause 4 of the Transfer Deed, the Transfer Deed will be taken for the purposes of this clause 9 to be substantially in the form of the Transfer Deed in the form of Schedule 3); (c) a Client becoming a client of the New Licensee by not electing to be provided Financial Services by RI Advice Group in accordance with clause 9.11; and (d) the Representative using its best endeavours to assist RI Advice Group to transfer the Transferring Clients to the New Licensee, RI Advice Group will, subject to all applicable laws, including but not limited to the Corporations Act and Privacy Laws, take all reasonable steps to facilitate the transfer of Transferring Clients to the New Licensee including providing its consent to Xplan Technology Pty Limited (or such other entity or entities that may electronically store Client files at the relevant time) to disclose all Client Files in relation to Transferring Clients to the New Licensee. However, RI Advice Group need not comply with this clause 9.7 unless and until the Representative: (a) has paid all amounts owing to RI Advice Group; (b) has made arrangements with RI Advice Group in relation to any bona fide unresolved claim, complaint or regulatory investigation that RI Advice Group is aware of against or involving RI Advice Group in relation to an act or omission of the Representative or any Individual Representative; and (c) has undertaken remediation of client files (if necessary) in accordance with the reasonable instruction of RI Advice Group.
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Transfer of Clients. The Contractor shall use its best efforts to provide for the health and safety of clients being served under the Contract for a reasonable period of time, while the Department arranges for their transfer, and shall cooperate fully with the Department's efforts to transfer clients. ii)
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Transfer of Clients. Transfer of Clients from one Certification Body to Other Certification Body as per documented procedure under International Accreditation Forum (IAF)Agreement.
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Transfer of Clients. Following the Closing Date, Seller shall cooperate in the transfer of said Clients and their account pursuant to Purchaser's instructions.
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Related to Transfer of Clients

  • Transfer of Claims The Restructuring Support Parties agree, with the exception of the permitted transfers and purchases enumerated in (a) and (b) below, that no Restructuring Support Party will, directly or indirectly, sell, contract to sell, give, assign, hypothecate, pledge, encumber, grant a security interest in, offer, sell any option or contract to purchase, or otherwise transfer or dispose of, any economic, voting or other rights in or to, by operation of law or otherwise (collectively, “Transfer”), all or any portion of its First ▇▇▇▇ ▇▇▇▇ Claims or First Lien Bank Claims now or hereafter owned, and no such Transfer will be effective, unless the transferee executes and provides to the Company and counsel to the Consenting Creditors a transfer agreement in the form attached hereto as Exhibit E within two (2) Business Days of the execution of an agreement (or trade confirmation) in respect of such Transfer. For the avoidance of doubt, the Caesars Parties agree that any such transfer agreement shall be included in the definition of “Confidential Claims Information” in Section 5(a)(iii) hereof. In addition to the foregoing Transfer, the following Transfers shall be permitted: (a) any Transfer by one Consenting Creditor to an Affiliate of such Consenting Creditor or one or more of its affiliated funds or an affiliated entity or entities with a common investment advisor or investment manager (in each case, other than portfolio companies); provided that, for the avoidance of doubt, any transferee under this Section 12(a) shall be deemed a Consenting Creditor for purposes of this Agreement, effective as of the date of the Transfer, and any transferor under this Section 12(a) shall remain liable in all respects for any breach of this Agreement by such transferee; and (b) any Transfer by one Consenting Creditor to another Consenting Creditor. Any Transfer of any Restructuring Support Party’s First ▇▇▇▇ ▇▇▇▇ Claims or First Lien Bank Claims that does not comply with the foregoing shall be deemed void ab initio; provided, however, for the avoidance of doubt, that upon any purchase, acquisition, or assumption by any Restructuring Support Party of any Claims (including but not limited to First ▇▇▇▇ ▇▇▇▇ Claims and First Lien Bank Claims), such Claims shall automatically be deemed to be subject to all the terms of this Agreement. The restrictions in this Agreement are in addition to any Transfer restrictions in the Credit Agreement, the First Lien Indentures, and Non-First Lien Indentures, and in the event of a conflict the Transfer restrictions contained in this Agreement shall control; provided, however, that nothing herein shall restrict, waive, or suspend any consent right the Company may have with respect to any Transfer. Notwithstanding the foregoing, a Qualified Marketmaker, acting solely in its capacity as such, that acquires any First ▇▇▇▇ ▇▇▇▇ Claim or First Lien Bank Claim subject to this Agreement shall not be required to execute a Transfer Agreement or otherwise agree to be bound by the terms and conditions set forth herein if, and only if, such Qualified Marketmaker sells or assigns such First ▇▇▇▇ ▇▇▇▇ Claim or First Lien Bank Claim within ten (10) Business Days of its acquisition and the purchaser or assignee of such First ▇▇▇▇ ▇▇▇▇ Claim or First Lien Bank Claim is a Consenting Creditor or an entity that executes and provides a Transfer Agreement in accordance with the terms set forth herein; provided that if a Qualified Marketmaker, acting solely in its capacity as such, acquires First ▇▇▇▇ ▇▇▇▇ Debt or First Lien Bank Debt from an entity who is not a Consenting Creditor with respect to such debt (collectively, “Qualified Unrestricted Claims”), such Qualified Marketmaker may Transfer any right, title or interest in such Qualified Unrestricted Claims without the requirement that the transferee execute a Transfer Agreement; provided further that any such Qualified Marketmaker that is a Party to this Agreement shall otherwise be subject to the terms and conditions of this Agreement (including Section 2(a)(iii) hereof) with respect to Qualified Unrestricted Claims pending the completion of any such Transfer. Notwithstanding anything herein to the contrary: (a) to the extent that a Restructuring Support Party effects the Transfer of all of its Claims in accordance with this Agreement, such Restructuring Support Party shall cease to be a Party to this Agreement in all respects and shall have no further obligations hereunder; provided, however, that if such Restructuring Support Party acquires a Claim at any point thereafter, it shall be deemed to be a Party to this Agreement on the same terms as if it had not effected a Transfer of all of its Claims; and (b) subject to Section 2(a)(iii) hereof, to the extent that a Restructuring Support Party effects the Transfer of a Claim that it holds as a participant (and not grantor) pursuant to a participation agreement with voting provisions substantially similar to those set forth in the form of participation agreement produced by the Loan Syndications & Trading Association, the transferee thereof shall not be required to execute a Transfer Agreement.

  • Transfer of License Notwithstanding the provisions of conditions 17.1 and 17.2, if Customer sells or transfers the Equipment in which the Software operates, Kodak shall offer to license the Software, and to provide services, to any bona fide end user (“Transferee”) pursuant to Kodak’s then current standard terms, conditions and fees, provided that the Transferee is not considered, in Kodak’s discretion, a competitor of Kodak or its parent, affiliates or subsidiaries. To the extent that the Software is licensed to a Transferee in accordance with this condition, Customer’s license to use the Software shall be deemed terminated. Kodak shall offer to provide de-installation services for the Customer and re-installation and certification for the Equipment and Software and services for the Transferee at Kodak’s then current applicable fees.

  • Transfer of Personal Information Supplier warrants to DXC that Personal Information provided to Supplier or obtained by Supplier under this Agreement on behalf of DXC (including any SOW) shall not be transferred across national boundaries unless authorized by law or specified within this Agreement or the applicable SOW as authorized for transfer across national boundaries. Supplier agrees that any such transfer will only be made in compliance with applicable Data Privacy Laws. If there is a conflict between this Section ‘Data Protection and Privacy’ and the other provisions of this Agreement, the requirements of this Section shall take precedence.

  • Transfer of Materials To facilitate the conduct of activities under the Research Plan or an Additional Research Plan, as applicable, either Party (the “Transferor Party”) may, at its election, provide Materials to the other Party (the “Transferee Party”) solely as mutually agreed by the Parties or as set forth in the Research Plan or any Additional Research Plan. All such Materials (a) will remain the sole property of the Transferor Party, (b) will be used only in the exercise if the Transferee Party’s rights or fulfillment of the Transferee Party’s obligations under this Agreement, (c) except as provided in the Research Plan or Additional Research Plan or as otherwise agreed by the Parties, (i) will remain solely under the control of the Transferee Party, (ii) will not be used or delivered by the Transferee Party to or for the benefit of any Third Party, and (iii) will not be used in research or testing involving human subjects, and (d) will be subject to all additional restrictions and obligations that the Transferor Party has identified in a written notice to the Transferee Party as being necessary for the Transferor Party to comply with its obligations to Third Parties with respect to the applicable Material, which notice is provided at or prior to the delivery of such Materials to the Transferee Party. Without limitation to ARTICLE 7, all Materials supplied under this Section 2.1.9 are supplied “as is”, with no warranties of fitness for a particular purpose, and must be used with prudence and appropriate caution in any experimental work, as not all of their characteristics may be known. Following the completion of the activities for which the applicable Materials were supplied under this Section 2.1.9 or upon the Transferor Party’s earlier request, the Transferee Party will either destroy or return to the Transferor Party, at the Transferor Party’s sole discretion, all Materials provided by the Transferor Party that are unused; provided that Vertex will have the right to retain and continue to use any Materials provided by Company that Vertex has the right to Exploit under the license granted to Vertex pursuant to Section 4.1.1.

  • 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.