Assets to be Transferred Sample Clauses

Assets to be Transferred. The Selling Fund shall transfer all of its assets to the Acquiring Fund, including, without limitation, all cash, securities, commodities, interests in futures and dividends or interest receivables, owned by the Selling Fund and any deferred or prepaid expenses shown as an asset on the books of the Selling Fund on the Closing Date, as such term is defined in Section 3.1.

Assets to be Transferred. The Target Fund shall transfer all of its assets to the Acquiring Fund, including, without limitation, all cash, securities, commodities, interests in futures, dividends or interest receivables owned by the Target Fund and any deferred or prepaid expenses shown as an asset on the books of the Target Fund as of the Closing. The Target Fund will, within a reasonable period of time before the Closing Date, as such term is defined in Section 3.1 furnish the Acquiring Fund with a list of the Target Fund’s portfolio securities and other investments. The Acquiring Fund will, within a reasonable period of time before the Closing Date, furnish the Target Fund with a list of the securities, if any, on the Target Fund’s list referred to above that do not conform to the Acquiring Fund’s investment objective, policies, and restrictions. The Target Fund, if requested by the Acquiring Fund, will dispose of securities on the list provided by the Acquiring Fund before the Closing. In addition, if it is determined that the portfolios of the Target Fund and the Acquiring Fund, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the Acquiring Fund with respect to such investments, the Target Fund, if requested by the Acquiring Fund, will dispose of a sufficient amount of such investments as may be necessary to avoid violating such limitations as of the Closing. Notwithstanding the foregoing, nothing herein will require the Target Fund to dispose of any investments or securities if, in the reasonable judgment of the Board or the Adviser, such disposition would adversely affect the status of the Reorganization as a “reorganization” as such term is used in the Code or would otherwise not be in the best interests of the Target Fund.

Assets to be Transferred. Subject to the terms and conditions of this Agreement, on the Closing Date (as hereinafter defined) ConnectInc shall, immediately upon receipt of the stock certificate for the Closing Shares, as defined in Section 1.4 (through a xxxx of sale executed by ConnectInc) sell, transfer, convey, assign and deliver to Buyer, in electronic form wherever possible, and Buyer shall purchase and accept all of the right, title and interest of ConnectInc in and to the following (collectively referred to herein as the "Market Maker Assets"): (a) the assets listed on Part 1.1(a) of the Disclosure Schedule, including the computer software source code of ConnectInc's Market Maker product; (b) all contracts, contractual rights, purchase orders and sales orders of ConnectInc directly relating only to ConnectInc's Market Maker product (provided that no accounts receivable of ConnectInc other than as described in paragraph (h) below shall be deemed to be Market Maker Assets), which list shall specifically identify any maintenance agreements, subject to the Assumed Liabilities (as defined in Section 1.3), including, without limitation, those Contracts listed on Part 1.1(b) of the Disclosure Schedule, but excepting those contracts, contractual rights, 1. purchase orders and sales orders of ConnectInc directly relating to OEM sales of ConnectInc's Market Maker products as part of a suite of products; (c) all contracts, contractual rights, purchase orders and sales orders and other agreements of ConnectInc directly relating only to ConnectInc's Market Maker Assets that are being negotiated as of the Closing Date (collectively, the "Prospective Contracts"), subject to the limitations set forth in Section 4.3, including, without limitation, those Prospective Contracts listed on Part 1.1(c) of the Disclosure Schedule; (d) the computers, office equipment and the software applications residing on the hardware used by those employees of Seller who become employees of Buyer pursuant to Section 4.2, as set forth on Part 1.1(d) of the Disclosure Schedule; (e) all hardware and software used in the testing of only the Market Maker product, as set forth on Part 1.1(e) of the Disclosure Schedule; and (f) the copyrights, trademarks and tradenames used in connection with ConnectInc's Market Maker product (but excluding trademarks and tradenames associated with ConnectInc's OEM sales of the Market Maker product as part of a suite of products) and any registrations with any governmental body relatin...

Assets to be Transferred. Subject to the terms and conditions of this Agreement, on the Closing Date (as hereinafter defined) Seller shall sell, transfer, convey, assign, and deliver to Buyer, and Buyer shall purchase, all of the rights, claims and assets of Seller used, held for use, or acquired or developed for use with the Domain Name xxxxx.xxx, other than assets expressly defined in this Agreement as Excluded Assets (collectively, the “Purchased Assets”). The Purchased Assets shall include the following:

Assets to be Transferred. (a) At the Closing, subject to the terms and conditions of this Agreement, including Section 3.05 hereof, LBHI will assign, transfer, convey, and deliver to LAMCO Holdings, and contribute to the capital of LAMCO Holdings in respect of the LAMCO Holdings Equity Interests, 99% of LBHI’s right, title and interest in and to the Asset Management Assets and LBHI will assign, transfer, convey, and deliver to LBHI SPV, and contribute to the capital of LBHI SPV in respect of the LBHI SPV Equity Interests, the remaining 1% of LBHI’s right, title and interest in and to the Assets as set forth in clauses (i) through (ix) below (collectively, the “Domestic Asset Management Assets”) and clauses (x) and (xi) below (collectively, the “International Asset Management Assets”, and together with the Domestic Asset Management Assets, the “Asset Management Assets”): (i) All of the Assets reflected on the pro forma balance sheet of LAMCO (the “LAMCO Balance Sheet”) as detailed on the work papers (the “LAMCO Work Papers”) underlying the development of the LAMCO Balance Sheet, in each case, attached to Schedule D-1 hereto; (ii) The tangible Assets set forth on Schedule D-2 hereto; (iii) All rights and interests in the contracts or agreements of LBHI set forth on Schedule D-3 hereto (the “Transferred Contracts”), including shared contracts to be amended as contemplated by this Agreement; (iv) All Domestic Transferred Employees and employment agreements between LBHI and the Domestic Business Employees that are assigned to or assumed by LAMCO pursuant to Section 5.01 (the “Domestic Transferred Employment Agreements”); (v) Cash in the amounts set forth on Schedule D-4 hereto, which, on the Closing Date, shall be deposited, as directed by LAMCO Holdings, into the bank accounts created pursuant to Section 3.07; (vi) The trade names and service marks and registrations and applications therefor, trademarks, domain names and applications and registrations, and all common-law rights and the goodwill of the business appurtenant thereto, copyrights, copyright applications and registrations set forth on Schedule D-5 hereto; (vii) A sublicense of LBHI's rights under Section 8.9(b) of the Asset Purchase Agreement, dated as of September 16, 2008, among LBHI, Xxxxxx Brothers Inc., LB745 LLC and Barclays Capital Inc. for sole use in support of unwinding the business of LBHI and that of its current and former Subsidiaries; (viii) All Licenses (including applications therefor) utilized primarily in t...

Assets to be Transferred. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, assign, transfer, convey and deliver (or cause to be sold, assigned, transferred, conveyed and delivered) to Purchaser, and Purchaser shall purchase and assume from Seller, all of Seller’s right, title and interest in and to all of the following properties, assets, and rights, tangible and intangible (including goodwill) owned, used or held by Seller in the ownership, operation, or conduct of the Business, wherever such properties, assets and rights are located, whether real, personal or mixed, whether accrued, fixed, contingent or otherwise, other than the Excluded Assets, in accordance with Sections 363 and 365 of the Bankruptcy Code (collectively, other than the Excluded Assets, the “Assets”): (a) all Real Property Leases listed on Schedule 1.1(a), subject to the provisions of Section 1.8 below regarding Purchaser’s right to add additional Real Property Leases to, and eliminate Real Property Leases from, Schedule 1.1(a) (collectively, as Schedule 1.1(a) may be amended pursuant to Section 1.8, the “Assumed Leases”), including, without limitation, all rights of the tenant thereunder to any leasehold improvements, fixtures, betterments and additions or installations; (b) all (i) Contracts listed on Schedule 1.1(b), subject to the provisions of Section 1.8 regarding Purchaser’s right to add additional Contracts to, and eliminate Contracts from, Schedule 1.1(b), and (ii) any other Contract entered into by Seller that are either (xx) short-term Contracts (for a term of 1 year or less) entered into in the Ordinary Course of the Business following the date hereof which provide for aggregate payments by Seller during the term thereof reasonably estimated at $25,000 or less, or (yy) are added by Purchaser to Schedule 1.1(b) pursuant to the provisions of Section 1.8 (collectively, including the Assumed Leases, and as Schedule 1.1(b) may be amended pursuant to Section 1.8, the “Assumed Contracts”); (c) all Intellectual Property Assets and all income, royalties, damages and payments due or payable at the Closing or thereafter relating to the Intellectual Property Assets (including damages and payments for past or future infringements or misappropriations thereof); (d) all Fixed Assets; (e) all Inventory; (f) all (i) Accounts Receivable listed on Schedule 1.1(f) (collectively, the “Included Pharma Receivables”); (g) all Prepaid Expenses; (h) all Security Deposit...

Assets to be Transferred. Effective upon the Closing Date, Seller shall sell, assign and transfer to Buyer, and Buyer shall purchase from Seller all of Seller's right, title and interest in and to all Purchased Assets as defined above.

Assets to be Transferred. Subject to the terms and conditions of this Agreement, on the Closing Date the Company shall sell, transfer, convey, assign, and deliver to the Purchaser, and the Purchaser shall purchase and accept from the Company, all of the assets, rights, claims and contracts (of every kind and nature, character and description, whether real, personal or mixed, whether tangible or intangible, whether accrued, contingent or otherwise, wherever situated) owned by the Company and used in the conduct of the Business, except the Excluded Assets, (the "Purchased Assets"). The Purchased Assets shall include, without limitation, the following other than Excluded Assets:

Assets to be Transferred. At the Closing, and on the terms and subject of the conditions set forth in this Agreement, Seller shall sell, assign, transfer, deliver and convey to Buyer, and Buyer shall purchase from Seller, the assets listed on Exhibit A.

Assets to be Transferred. On the Closing Date, the Purchaser shall purchase from the Seller, and the Seller shall sell, transfer, assign, convey and deliver to the Purchaser, all of the Seller’s right, title and interest in and to all assets, rights and properties of every nature, kind and description, whether tangible or intangible, owned, leased or licensed, real, personal or mixed used in or held for use in the Business (collectively, the “Purchased Assets”) free and clear of all Liens other than Permitted Liens, excluding the Retained Assets, and including, without limitation, the following: (a) all cash and cash equivalents; (b) all accounts and notes receivable, including, without limitation, any and all payments received with respect thereto after the Closing Date; (c) all inventory, including raw materials, work-in-process and finished goods; (d) all prepaid expenses and other current assets, including those set forth on Schedule 2.1(d); (e) all personal property, including machinery, equipment, tools, dies, cranes, fixtures, compressors, vehicles, furniture, computers and maintenance parts, including, without limitation, the equipment that is the subject of the J&M Equipment Agreement; (f) all Intellectual Property owned, held or used by the Seller, together with all income, royalties, damages and payments due or payable as of the Closing or thereafter (including, without limitation, damages and payments for past, present or future infringements, misappropriations or other violations thereof) and the rights to sxx, collect damages or otherwise enforce the same for past, present or future infringements, misappropriations or other violations thereof, and any corresponding, equivalent or counterpart rights, title or interest that now exist or may be secured hereafter anywhere in the world, and all copies and tangible embodiments of the foregoing, including, without limitation, the Intellectual Property listed on Schedule 6.17(a) (all of the foregoing described in this Section 2.1(f) collectively, the “Purchased Intellectual Property”); (g) Subject to Section 8.4, (i) the Contracts set forth on Schedule 2.1(g), (ii) all purchase and sale orders arising in the Ordinary Course of Business and (iii) all Contracts, purchase orders and sale orders entered into between the date hereof and the Closing Date in compliance with Section 8.2 (collectively, the “Assumed Contracts”); (h) all Permits, franchises, certificates of authority, certificates of occupancy, and building, safety, fir...