Contribution of Transferred Assets. On the terms and subject to the conditions of this Agreement, at the Closing, the Transferor Parties shall, jointly and severally, contribute, sell, transfer, convey, assign and deliver to the Acquiror, and the Acquiror shall purchase, accept and acquire from the Transferor Parties, free and clear of any Liens, all of the assets constituting the Business, including without limitation, the following properties, assets, rights and claims, whether tangible or intangible, including goodwill and going concern value but excluding the Excluded Assets (the “Transferred Assets”):
(a) all of the Transferor IP and IT Assets, including, without limitation, the Transferor IP identified on Schedule 2.1(a);
(b) all of the Equipment, including, without limitation, the assets identified on Schedule 2.1(b);
(c) all of the Contracts identified on Schedule 2.1(c) (the “Transferred Contracts”), except that Transferred Contracts shall not include any contract if the Acquiror elects on or after the Closing not to accept a contract for which a Required Consent is necessary or which Parent is still reviewing as identified on Schedule 2.1(c);
(d) all of the Employee Assets which are listed on Schedule 2.1(d) (as it may be adjusted at Closing to reflect the Designated Employees who have accepted employment offers, if any, from Parent or any of its Affiliates as of the Closing);
(e) all websites, URLs, Domain Names and webpages used, held for use or under development in connection with the Business, whether or not registered, including without limitation, the other Domain Names identified on Schedule 2.1(e), together with all Intellectual Property associated therewith other than trademarks set forth therein which are not otherwise part of the Transferred Assets;
(f) all advertising, marketing and sales materials developed for, or used in connection with, the Business together with all Intellectual Property embodied therein other than Intellectual Property set forth therein which are not otherwise part of the Transferred Assets;
(g) all files, invoices, customer lists, records pertaining to customers and end-users (present, past and potential), all supplier lists and records pertaining to suppliers, books of account, files and ledgers, and other records to the extent solely and specifically for the Transferred Assets or the Assumed Liabilities and copies of the Tax books and records (redacted to exclude information not relating to the Transferred Assets or the Assumed Liabilities) rel...
Contribution of Transferred Assets. (a) At the Closing, and subject to the terms and conditions set forth herein, including Section 2.01(b), Cantor will contribute, convey, transfer, assign and deliver, or cause one or more of its Subsidiaries to contribute, convey, transfer, assign and deliver, to BGC Partners or one or more of its Subsidiaries in a manner that is expected to be Tax-free to each of BGC Partners, its Subsidiaries and the Transferred Entities, and BGC Partners or one or more of its Subsidiaries will acquire and accept from Cantor or its applicable Subsidiaries, all of the right, title and interest of Cantor or its applicable Subsidiaries in, to and under the following Assets (collectively, the “Transferred Assets”) (other than any of the following to the extent it is an Excluded Asset):
Contribution of Transferred Assets. The Transferor hereby transfers and contributes the Transferred Assets to the Transferee and the Transferee hereby accepts the Transferred Assets from the Transferor, in each case on an as-is, where-is basis and subject to any Encumbrances that may exist thereon.
Contribution of Transferred Assets. Upon the terms set forth in this Agreement, at the Closing, Transferor shall assign, convey, transfer and deliver to Transferee, and Transferee shall assume and acquire from Transferor, free and clear of all Encumbrances, except for the Permitted Encumbrances, all of Transferor's right, title and interest in, to and under the following assets and properties, except as otherwise provided in Section 2.2, each as of the Closing Date, (collectively, the "Transferred Assets"), it being understood that, with respect to the Transferred Assets located at the Conemaugh Station and the Keystone Station, such Transferred Assets are being transferred only to the extent of the Conemaugh Interest and the Keystone Interest, as the case may be:
(a) The Transferred Real Property;
(b) Machinery, equipment, vehicles, furniture and related personal property located on the Real Property on the Closing Date, including certain electrical generation and transmission facilities (as opposed to generation facilities) and vehicles set forth on Schedule 2.1(b), (collectively, "Tangible Personal Property");
(c) The Transferred Inventories; 17
(d) The Keystone/Conemaugh Inventories;
(e) Subject to the receipt of necessary consents and approvals, the Transferor Agreements;
(f) Subject to the receipt of necessary consents and approvals, the Transferable Permits;
Contribution of Transferred Assets. Upon the terms and subject to the conditions of this Agreement, COUV agrees to sell, transfer, convey, assign and deliver, or cause to be sold, transferred, conveyed, assigned and delivered, to Carbon-Ion at the Closing (with effect as of the Effective Time), all right, title and interest in and to all of COUV’s assets, rights, privileges, claims and properties of any kind whatsoever, wherever located, real, personal or mixed, tangible or intangible, free and clear of any liens, encumbrances, charges or security interests (collectively, the “Transferred Assets”), including all COUV’s right, title and interest in and to the following:
(a) all Contracts (collectively, the “Assumed Contracts”);
(b) all Leases;
(c) all fixtures, furniture, equipment and other tangible assets of COUV;
(d) all domain name registrations of COUV;
(e) all Intellectual Property rights of COUV;
(f) all computer hardware (including servers, laptops, desktops, monitors, printers), mobile phones and data cards of COUV;
(g) all of COUV’s rights, claims, credits, causes of action or rights of set-off against third parties, including all rights to seek and obtain injunctive relief and to recover damages for past, present and future infringement of COUV’s Intellectual Property rights included in such assets, but excluding any Tax refunds or Tax credits attributable to the Transferred Assets for taxable periods ending on or before the Closing Date;
(h) all Governmental Authorizations held by COUV;
(i) all books, records, correspondence, files and papers, whether in hard copy or electronic format, including engineering information, manuals, data and correspondence inside or outside the servers owned by COUV (the “Books and Records”);
(j) all rights under or pursuant to any non-disclosure or similar Contract relating to the confidentiality and limited use of any confidential information included in or related to the Transferred Assets;
(k) the right to enforce or exercise rights of COUV under any invention assignment agreement, work for hire arrangement or any other Contract related to any Intellectual Property, including any Contracts with Contributors and COUV’s Employees;
(l) all of COUV’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any Transferred Asset;
(m) all prepaid expenses and deposits,
(n) all accounts receivable;
(o) all work-in-process, completed work and revenue arising therefrom (billed or unbilled);
(p) all Cash and...
Contribution of Transferred Assets. Upon the terms set forth in this Agreement, at the Closing, Transferor shall assign, convey, transfer and deliver to Transferee, and Transferee shall assume and acquire from Transferor, free and clear of all Encumbrances, except for the 17 Permitted Encumbrances, all of Transferor's right, title and interest in, to and under the following assets and properties, except as otherwise provided in Section 2.2, each as of the Closing Date (collectively, the "Transferred Assets"):
(a) Machinery, equipment, vehicles, furniture and related personal property located on the Real Property on the Closing Date, including certain electrical generation and transmission facilities (as opposed to generation facilities) and vehicles set forth on Schedule 2.1(a), (collectively, "Tangible Personal Property");
Contribution of Transferred Assets. (a) At the Closing, and subject to the terms and conditions set forth herein and in the Majority Contribution Agreement, including, without limitation, Section 2.01(b), Asset Management LP will contribute, convey, transfer, assign and deliver, or cause one or more of its Subsidiaries to contribute, convey, transfer, assign and deliver, to Group LP or one or more of its Subsidiaries, and Group LP will acquire and accept from Asset Management LP or its applicable Subsidiaries, all of the right, title and interest of Asset Management LP or its applicable Subsidiaries in, to and under all Assets relating to the Transferred Business, including, without limitation, the following Assets, other than to the extent any are Excluded Assets or Additional Contributed Assets (collectively, the “Contributed Assets”):
Contribution of Transferred Assets. Unless otherwise provided in this Agreement or in any Ancillary Agreement, on the Effective Date, FNF will (and FNF will cause its applicable Subsidiaries to) Transfer to FIS and its applicable Subsidiaries, and FIS will (and FIS will cause its applicable Subsidiaries to) receive and accept from FNF and its applicable Subsidiaries, all of FNF's and its applicable Subsidiaries' right, title and interest in and to the Transferred Assets, except to the extent that any particular transfer of Transferred Assets requires any prior Governmental Approval, in which event such Transferred Assets shall be Transferred by FNF (or its applicable Subsidiaries, as the case may be) on the Business Day immediately following the receipt of such Governmental Approval or the expiration of the notice period applicable thereto. Such Transfers will be effective at such times as provided in each respective Ancillary Agreement and will be subject to the terms and conditions of this Agreement and any applicable Ancillary Agreement. The parties agree to expeditiously pursue all applicable Governmental Approvals required in connection with the Transfer of the Transferred Assets.
Contribution of Transferred Assets. (a) At the Closing, and subject to the terms and conditions set forth herein and in the Majority Contribution Agreement, including, without limitation, Section 2.01(b), Asset Management LP will contribute, convey, transfer, assign and deliver, or cause one or more of its Subsidiaries to contribute, convey, transfer, assign and deliver, to Group LP or one or more of its Subsidiaries, and Group LP will acquire and accept from Asset Management LP or its applicable Subsidiaries, all of the right, title and interest of Asset Management LP or its applicable Subsidiaries in, to and under all Assets relating to the Transferred Business, including, without limitation, the following Assets, other than to the extent any are Excluded Assets or Additional Contributed Assets (collectively, the “Contributed Assets”):
(i) Equity Interests. (A) Approximately 92.61% of the equity interests Asset Management LP owns in the entities set forth on Schedule B (other than Moelis & Company India) as of the date hereof and (B) one hundred percent (100%) of the equity interests Asset Management LP owns in Moelis & Company India as of the date hereof;
Contribution of Transferred Assets
