Conveyance and Assumption Instruments Sample Clauses

Conveyance and Assumption Instruments. In connection with, and in furtherance of, the Transfers of Assets and the Assumptions of Liabilities contemplated by this Agreement, the Parties shall execute or cause to be executed, on or after the date hereof by the appropriate entities to the extent not executed prior to the date hereof, any Conveyance and Assumption Instruments reasonably necessary to evidence the valid Transfer to the applicable Party or member of such Party’s Group of all right, title and interest in and to its accepted Assets and the valid and effective Assumption by the applicable Party of its Assumed Liabilities for Transfers and Assumptions to be effected pursuant to Delaware Law or the Laws of one of the other states of the United States or, if not appropriate for a given Transfer or Assumption, and for Transfers or Assumptions to be effected pursuant to non-U.S. Laws, in such form as the Parties shall reasonably agree, including the Transfer of real property by mutually acceptable conveyance deeds as may be appropriate and in form and substance as may be required by the jurisdiction in which the real property is located. The Transfer of capital stock shall be effected by means of executed stock powers and notation on the stock record books of the corporation or other legal entities involved, or by such other means as may be required in any non-U.S. jurisdiction to Transfer title to stock and, only to the extent required by applicable Law, by notation on public registries.
Sample 1Sample 2Sample 3See All (6)
AutoNDA by SimpleDocs
Conveyance and Assumption Instruments collectively, the various agreements, instruments and other documents to be entered into to effect the transfer of assets and the assumption of Liabilities contemplated by this Agreement.
Sample 1Sample 2Sample 3See All (4)
Conveyance and Assumption Instruments a. As used in any Conveyance and Assumption Instrument, the term “Permitted Affiliate” means any Subsidiary of Parent, other than Merger Sub or any of Merger Sub’s Subsidiaries. b. The parties hereby agree that, to the extent that (i) the Applicable Laws of any foreign jurisdiction will require a portion of the Direct Sale Adjustment Amount to be paid in a currency other than United States dollars (“local currency”) or (ii) any Conveyance and Assumption Instrument provides for a portion of the Direct Sale Adjustment Amount to be paid in local currency, it will be so paid and the Direct Sale Adjustment Amount otherwise payable under the Separation Agreement shall be appropriately adjusted to take into account the aggregate amount paid in such local currency such that the aggregate amount paid in local currency and under the Separation Agreement equals the amount that would have been paid under the Separation Agreement if there were no local currency payments required. For this purpose, any amounts paid in local currency shall be translated into United States dollars using an exchange rate as provided in the Accounting Principles.
Sample 1Sample 2Sample 3
Conveyance and Assumption Instruments a. As used in any Conveyance and Assumption Instrument, the term “Permitted Affiliate” means any Subsidiary of Parent, other than Merger Sub or any of Merger Sub’s Subsidiaries. b. The parties hereby agree that, to the extent that (i) the Applicable Laws of any foreign jurisdiction will require a portion of the Direct Sale Adjustment Amount to be paid in a currency other than United States dollars (“local currency”) or (ii) any Conveyance and Assumption Instrument provides for a portion of the Direct Sale Adjustment Amount to be paid in local currency, it will be so paid and the Direct Sale Adjustment Amount otherwise payable under the Separation Agreement shall be appropriately adjusted to take into account the aggregate amount paid in such local currency such that the aggregate amount paid in local currency and under the Separation Agreement equals the amount that would have been paid under the Separation Agreement if there were no local currency payments required. For this purpose, any amounts paid in local currency shall be translated into United States dollars using an exchange rate as provided in the Accounting Principles. c. The parties hereby agree that, to the extent that (i) the Applicable Laws of any foreign jurisdiction will require a portion of the Direct Sale Purchase Price to be paid in local currency or (ii) any Conveyance and Assumption Instrument provides for a portion of the Direct Sale Purchase Price to be paid in local currency, it will be so paid and the Direct Sale Purchase Price otherwise payable under the Separation Agreement shall be appropriately adjusted to take into account the aggregate amount paid in such local currency such that the aggregate amount paid in local currency and under the Separation Agreement equals the amount that would have been paid under the Separation Agreement if there were no local currency payments required. For this purpose, any amounts paid in local currency shall be translated into United States dollars using an exchange rate as provided in the Accounting Principles, except that the it will be determined as of the fifth Business Day immediately preceding the Distribution Effective Time. d. Except for any Conveyance and Assumption Instrument that specifically refers to this Section 16.d. (each, an “Excluded Instrument”), the parties hereby agree that (i) each Conveyance and Assumption Instrument is subject in all respects to the terms and conditions of the Separation Agreement and the Tax Matters Agre...
Sample 1Sample 2Sample 3
Conveyance and Assumption Instruments. At the Closing, Ashland and the Asset Selling Corporations, on the one hand, and Buyer and Buyer Corporations, on the other hand, shall execute and deliver such bills of sale, deeds, assignments, assumptions and other documents and instruments of sale, conveyance, assignment, transfer and assumption as are necessary for the conveyance of the Conveyed Assets by Ashland and the Asset Selling Corporations and the assumption of the Assumed Liabilities by Buyer and the Buyer Corporations as contemplated hereunder, in each case in form and substance reasonably agreed by the parties and as is usual and customary with respect to the applicable Conveyed Asset or Assumed Liability in the applicable jurisdiction and that implements the applicable terms, and is consistent with the underlying principles of, this Agreement.
Sample 1Sample 2
Conveyance and Assumption Instruments. Collectively, the various agreements, instruments and other documents entered into or to be entered into to effect the transfer, prior to the Distribution Date and in the manner contemplated by this Agreement or any other agreement or document contemplated by this Agreement or otherwise, of TLC Assets to TLC (including, without limitation, the intellectual property rights and other assets described in the Information Statement) and the assumption of TLC Liabilities by TLC, in both cases relating to the business of TLC as described in the Information Statement.
Sample 1Sample 2
Conveyance and Assumption Instruments. In connection with, and in furtherance of, the sale and conveyances of Assets and the acceptance and assumptions of Liabilities contemplated by this Agreement, the Parties shall execute or cause to be executed, on or prior to the Effective Date, by the appropriate entities, the Conveyance and Assumption Instruments, if any, necessary to evidence the valid and effective assumption by the applicable Party (or any member of its Group) of its assumed Liabilities, and the valid sale and conveyance to the applicable Party (or member of such Party’s Group) of all right, title and interest in and to its acquired Assets, including the instruments described in Section 2.12. Further, the Parties recognize and acknowledge that Questar, by and through its subsidiary, Questar Pipeline Company, holds operating rights in federal or state oil and gas leases that were in effect prior to August 1, 1981 and listed as leases subject to the Wexpro Stipulation and Agreement for its gas storage reservoirs commonly referred to as Clay Basin, Xxxxx, Coalville and Chalk Creek storage reservoirs. To the extent that QEP holds any operating rights in said federal, fee or state oil and gas leases as to the approved storage zone or formation for these gas storage reservoirs, QEP shall convey, transfer, and assign any and all of its operating rights in and to said storage zones or formations within the governmentally approved boundary for these storage reservoirs to Questar Pipeline.
Sample 1
AutoNDA by SimpleDocs

Related to Conveyance and Assumption Instruments

  • Conveyancing and Assumption Instruments In connection with, and in furtherance of, the Transfers of Assets and the Assumptions of Liabilities contemplated by this Agreement, the Parties shall execute or cause to be executed, on or after the date hereof by the appropriate entities to the extent not executed prior to the date hereof, any Conveyancing and Assumption Instruments necessary to evidence the valid Transfer to the applicable Party or member of such Party’s Group of all right, title and interest in and to its accepted Assets and the valid and effective Assumption by the applicable Party of its Assumed Liabilities for Transfers and Assumptions to be effected pursuant to Delaware Law or the Laws of one of the other states of the United States or, if not appropriate for a given Transfer or Assumption, and for Transfers or Assumptions to be effected pursuant to non-U.S. Laws, in such form as the Parties shall reasonably agree, including the Transfer of real property by mutually acceptable conveyance deeds as may be appropriate and in form and substance as may be required by the jurisdiction in which the real property is located. The Transfer of capital stock shall be effected by means of executed stock powers and notation on the stock record books of the corporation or other legal entities involved, or by such other means as may be required in any non-U.S. jurisdiction to Transfer title to stock and, only to the extent required by applicable Law, by notation on public registries.

  • Assignment and Assumption of Leases Two (2) counterparts of the Assignment and Assumption of Leases, executed, acknowledged and sealed by Purchaser;

  • Assignment and Assumption Agreements Purchaser shall have executed and tendered to Seller the Assignment and Assumption Agreements.

  • Assignment and Assumption of Lease The Assignment and Assumption ---------------------------------- of Lease;

  • Assignment and Assumption Agreement The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption Agreement, together with a processing and recordation fee of $3,500, and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an administrative questionnaire provided by the Administrative Agent.

  • Assignment and Assumption of Contracts Two (2) counterpart originals of the Assignment and Assumption of Contracts, duly executed by Seller.

  • Assignment and Assumption of Liabilities Seller hereby assigns to Split-Off Subsidiary, and Split-Off Subsidiary hereby assumes and agrees to pay, honor and discharge all debts, adverse claims, liabilities, judgments and obligations of Seller as of the Effective Time, whether accrued, contingent or otherwise and whether known or unknown, including those arising under any law (including the common law) or any rule or regulation of any Governmental Entity or imposed by any court or any arbitrator in a binding arbitration resulting from, arising out of or relating to the assets, activities, operations, actions or omissions of Seller, or products manufactured or sold thereby or services provided thereby, or under contracts, agreements (whether written or oral), leases, commitments or undertakings thereof, but excluding in all cases the obligations of Seller under the Transaction Documentation (all of the foregoing being referred to herein as the “Assigned Liabilities”). The assignment and assumption of Seller’s assets and liabilities provided for in this Article I is referred to as the “Assignment.”

  • Acceptance and Assumption Assignee hereby accepts the foregoing assignment and further hereby assumes and agrees to perform, from and after January 1, 2002, all duties, obligations and responsibilities of the property manager arising under the Agreement.

  • Assignment and Assumption Consent Effective as of the First Amendment Effective Date, for agreed consideration, XXX hereby irrevocably sells and assigns to MBL, and MBL hereby irrevocably purchases and assumes all rights and obligations in its capacity as Lender under the LC Reimbursement Agreement and other Credit Documents, including, without limitation, all of MBL’s rights and obligations with respect to the Collateral and Intercreditor Agreement and the Security Documents (as defined in the Collateral and Intercreditor Agreement, and such Security Documents together with the Collateral and Intercreditor Agreement are referred to herein as the “Security Documents”) (the “Lender Assignment”). Effective as of the First Amendment Effective Date and in accordance with Section 7.9 of the LC Reimbursement Agreement, the Account Party hereby consents to the Lender Assignment. SECTION 2.

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