Assumption of Transferred Liabilities Sample Clauses

Assumption of Transferred Liabilities. (a) On or prior to the Effective Time, and subject to the terms and conditions set forth herein, including Section 6.01(d), (i) Newmark Opco shall, and shall cause the applicable members of the Newmark Opco Group designated by Newmark Opco to, accept, assume and agree faithfully to perform, discharge and fulfill all of the Transferred Liabilities of each member of the BGC U.S. Opco Group in accordance with their respective terms; (ii) Newmark Holdings shall, and shall cause the applicable members of the Newmark Holdings Group designated by Newmark Holdings to, accept, assume and agree faithfully to perform, discharge and fulfill all of the Transferred Liabilities of each member of the BGC Holdings Group in accordance with their respective terms; and (iii) Newmark shall, and shall cause the applicable members of the Newmark Inc. Group to, accept, assume and agree faithfully to perform, discharge and fulfill all of the Transferred Liabilities of each member of the BGC Partners Inc. Group in accordance with their respective terms, in each of cases (i), (ii) and (iii), regardless of when or where such Transferred Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Effective Time, regardless of where or against whom such Transferred Liabilities are asserted or determined (including any Transferred Liabilities arising out of claims made by the respective directors, officers, employees, agents or Affiliates of the BGC Partners Group or the Newmark Group against any member of the BGC Partners Group or the Newmark Group) or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the BGC Partners Group or the Newmark Group, or any of their respective directors, officers, employees, agents or Affiliates. For the purposes of this Agreement, “
Sample 1Sample 2Sample 3See All (5)
AutoNDA by SimpleDocs
Assumption of Transferred Liabilities. (a) From and after the Closing, BGC Partners and its applicable Subsidiaries will assume and be liable for (or cause the appropriate member or members of the Opco Group to assume and be liable for), and will pay, perform and discharge (or will cause the appropriate member or members of the Opco Group to pay, perform and discharge) as they become due, all of the Liabilities set forth in this Section 2.02(a), other than any Excluded Liability (collectively, the “Transferred Liabilities”):
Sample 1Sample 2
Assumption of Transferred Liabilities. (a) From and after the Closing, Group LP will assume and be liable for (or cause the appropriate Subsidiary or Subsidiaries of Group LP to assume and be liable for), and will pay, perform and discharge (or will cause the appropriate Subsidiary or Subsidiaries of Group LP to pay, perform and discharge) as they become due, all of the Liabilities set forth in this Section 2.02(a), other than any Excluded Liability (collectively, the “Transferred Liabilities”):
Sample 1Sample 2
Assumption of Transferred Liabilities. Unless otherwise provided in this Agreement or in any Ancillary Agreement, on the Effective Date, FIS will (and FIS will cause its applicable Subsidiaries to) assume, and on a timely basis pay, perform, satisfy and discharge the Transferred Liabilities in accordance with their respective terms, except to the extent that any particular Transferred Liabilities relate, in the mutual determination of the parties, solely to Transferred Assets the transfer of which requires any prior approval of, or prior notice to, any Governmental Authority, in which event such Transferred Liabilities shall be assumed by FIS (or its applicable Subsidiaries, as the case may be) on the date on which such Transferred Assets are transferred to FIS (or its applicable Subsidiaries, as the case may be) pursuant to Section 2.1, provided, however, that FIS shall not be obligated to timely pay, perform, satisfy or discharge a Transferred Liability the amount or terms of which are the subject of a good faith dispute between FIS and the applicable payee or other party, and FIS shall pay, perform, satisfy or discharge such Transferred Liability in accordance with any settlement of such dispute. FIS and its applicable Subsidiaries will be responsible for all Transferred Liabilities, regardless of (a) when or where such Liabilities arose or arise, (b) whether the facts on which they are based occurred on, prior to or subsequent to the Effective Date, (c) where or against whom such Liabilities are asserted or determined, (d) whether asserted or determined on, prior to or subsequent to the Effective Date, or (e) whether arising from or alleged to arise from negligence, recklessness, violation of law, fraud or misrepresentation (each, a "Prohibited Act") by any member of the FNF Group with respect to the Transferred Business, but not the FNF Business, the FIS Group with respect to the Transferred Business, but not the FNF Business, or any of their respective past or present Representatives with respect to the Transferred Business; provided, however, that this clause 2.2(e) will not limit FIS' right to make a claim against a FNF Group member for Damages suffered by it to the extent that such Damages are a direct result of a Prohibited Act committed by a FNF Group member; provided, further, that, to the extent applicable, FIS' right to make such a claim may otherwise be limited in any Ancillary Agreement. Such assumptions of Transferred Liabilities will be effective at such times as provided in e...
Sample 1

Related to Assumption of Transferred Liabilities

  • Conveyance of Transferred Assets In consideration of the Issuer’s sale and delivery to, or upon the order of, the Seller of all of the Notes and the Certificate on the Closing Date, the Seller does hereby irrevocably sell, transfer, assign and otherwise convey to the Issuer without recourse (subject to the obligations herein) all right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the Transferred Assets, as evidenced by an assignment substantially in the form of Exhibit A delivered on the Closing Date. The sale, transfer, assignment and conveyance made hereunder does not constitute and is not intended to result in an assumption by the Issuer of any obligation of the Seller or the Originator to the Obligors, the Dealers, insurers or any other Person in connection with the Receivables or the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto.

  • Payment of Transfer Taxes Buyer will be responsible for any sales tax and/or transfer tax due as a result of the transfer of assets pursuant to this Agreement.

  • Execution of Transactions (a) In executing transactions for the Assets, selecting brokers or dealers and negotiating any brokerage commission rates, the Sub-Adviser will use its best efforts to seek the best overall terms available. In assessing the best overall terms available for any portfolio transaction, the Sub-Adviser will consider all factors it deems relevant including, but not limited to, the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer and the reasonableness of any commission for the specific transaction and for transactions executed through the broker or dealer in the aggregate. In selecting brokers or dealers to execute a particular transaction and in evaluating the best overall terms available, to the extent that the execution and price offered by more than one broker or dealer are comparable the Sub-Adviser may consider any brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Sub-Adviser or to CSAM for use on behalf of the Fund or other clients of the Sub-Adviser or CSAM.

  • Instruments of Transfer The Stockholder is delivering to LandCARE certificates representing all of the Shares, duly endorsed (or accompanied by duly executed stock powers).

  • As Of Transactions For purposes of this Article M, the term “

  • Conditions of Transfer Any Transfer of the Leased Property permitted by Section 15.1 shall be subject to the prior or simultaneous satisfaction of the following conditions:

  • Description of Transaction (a) Name of Issuer of the Securities Cedara Software Corp.

  • Limitation of Transactions So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor may not (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor's capital stock or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu in all respects with or junior in interest to the Debentures (other than (i) payments under this Guarantee, (ii) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, or consultants, (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock), as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default or the applicable Extension Period, (iii) as a result of any exchange or conversion of any class or series of the Guarantor's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor's capital stock or of any class or series of the Guarantor's indebtedness for any class or series of the Guarantor's capital stock, (iv) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (v) any declaration of a dividend in connection with any stockholder's rights plan, or the issuance of rights, stock or other property under any stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, or (vi) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock).

  • Authorization of Transactions The Company is a corporation duly authorized and in good standing in the State of Florida and has the requisite power and capacity to execute and deliver the Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder. The execution, delivery and performance by the Company of the applicable Transaction Documents and the consummation of the Transactions have been duly and validly authorized by all requisite action on the part of the Company. The Transaction Documents to which the Company is a party have been duly and validly executed and delivered by The Company. Each Transaction Document to which the Company is a party constitutes the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms and conditions, except to the extent enforcement thereof may be limited by applicable bankruptcy, insolvency or other Laws affecting the enforcement of creditors’ rights or by the principles governing the availability of equitable remedies.

  • Further Instruments of Transfer Following the Closing, at the request of APP or the Surviving Corporation and at APP's sole cost and expense, the Stockholders and the Company shall deliver any further instruments of transfer and take all reasonable action as may be necessary or appropriate to carry out the purpose and intent of this Agreement. Following the Closing, at the request of NewCo and at NewCo's sole cost and expense, APP or the Surviving Corporation shall deliver any further instruments of transfer and take all reasonable action as may be necessary and appropriate to carry out the purpose and intent of this Agreement.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!