Conveyance and Transfer of Assets Sample Clauses

Conveyance and Transfer of Assets. Effective as of the Effective Date hereof, Seller shall transfer, convey, assign, and deliver all its right, title, and interest in and to the Assets to the City. To evidence this transfer and sale, Seller shall execute and deliver to the City a Xxxx of Sale for the Assets in the form attached as Schedule 2.
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Conveyance and Transfer of Assets. Upon the terms and subject to all of the conditions contained herein and the performance by each of the parties hereto of their respective obligations hereunder, Purchaser hereby agrees to purchase from Seller, and Seller hereby agrees to sell and deliver to Purchaser at the Closing (hereinafter defined) the assets of the Seller’s SAP Practice set forth in Schedule 1.1(a) hereto (the “Assets”); assign the services agreements set forth in Schedule 1.1(b) hereto (the “Services Agreements’) and transfer other properties of the business which are set forth in this section, Section 1.1 (i) through (viii); all of which shall constitute “Transferred Assets” as defined in this Agreement free and clear of all liens, claims, encumbrances, charges, security interests or restrictions of any type whatsoever (“Encumbrances”), other than the Assumed Liabilities (as defined in Section 1.2 hereof) to be assumed by Purchaser as set forth in Section 1.2 hereof: (i) all of the intangible rights and property of the SAP Practice utilized exclusively in the SAP Practice, including all such trademarks, trade names, service marks, inventions, patents, patent rights, applications for patents, similar rights, trade secrets, know-how, processes, product mixes, software, licenses, including software licenses, designs, going concern value and goodwill, and website content directly related to the SAP Practice; (ii) all marketing studies, customer lists, files, supplier files, sales agent and manufacturers’ representatives’ files, credit files, credit data, appraisals, valuations, and consulting studies used by the SAP Practice and all other records and reports used exclusively by the SAP Practice and all computers, computer programs, computer software, computer manuals, flowcharts, printouts, data files, program documentation and related materials and copies used exclusively by the SAP Practice, excluding any like items previously mentioned, which are used to run the daily operations of Seller’s other businesses; (iii) all deposits (other than income tax deposits) and the appropriate amount of all expenses and deferred charges that have been prepaid or paid in advance by Seller prior to the Closing that directly relate to the SAP Practice (“Pre-Paid Obligations”); (iv) all accounts receivable of the SAP Practice, other than those excluded pursuant to Section 1.6 hereof (the “Accounts Receivable”); (v) all of Seller’s right, title and interest in and to all contracts, licenses and agreem...
Sample 1
Conveyance and Transfer of Assets. Upon the terms and subject to all of the conditions contained herein and the performance by each of the parties hereto of their respective obligations hereunder, Purchasers hereby agree to purchase from Apogee and the Subsidiaries, and Apogee and the Subsidiaries hereby agree to sell, deliver, transfer and convey to Purchasers at the Closing (as hereinafter defined), all of the assets of Apogee and the Subsidiaries owned, held or used in the operation or management of the Business, of every kind and description which are located at the real property leased by Sellers pursuant to the leases set forth on Schedule 3.14 (the "Clinic Locations"), other than the Excluded Assets (as defined in Section 1.3 hereof); real, personal, or mixed; tangible or intangible; including all assets and property reflected on the balance sheets of the Business as of the date of the Closing (collectively, "Transferred Assets"), such assets to be transferred free and clear of all liens, encumbrances or restrictions of any type whatsoever, other than Permitted Encumbrances (as defined in Section 3.11 hereof) and the Assumed Liabilities (as defined in Section 1.3 hereof); provided, however, that unless and until any required consents and approvals have been obtained, the Transferred Assets shall not include any contracts or agreements which by their terms prohibit or restrict the transfer or assignment of Sellers' rights thereunder, or the delegation of Sellers' duties thereunder, without the consent or approval of other parties to such contracts or agreement (collectively, unless and until any required consents and approvals have been obtained, the "Non-Transferable Contracts"). Upon the receipt of the required consents and approvals for any Non-Transferable contracts, such contracts or agreement shall become Transferred Assets. Purchasers and Sellers shall identify the initial Non-Transferable Contracts in writing at or before the Closing. The Transferred Assets shall include, but shall not be limited to, all right, title and interest of Sellers (other than AGP) in, to and under the following (except to the extent the following would include any Non-Transferable Contract prior to the obtaining of requisite consents or approvals of other parties): (i) Sellers' rights under management agreements with professional corporations or similar organizations related to the Business and set forth on Schedule 1.2(i) hereto; (ii) Sellers' rights under contracts with managed care organizations a...
Sample 1

Related to Conveyance and Transfer of Assets

  • Sale and Transfer of Assets In reliance on the representations, warranties, covenants and agreements contained herein and subject to the terms and conditions hereof, on the Closing Date (as hereinafter defined), Seller shall sell, convey, transfer and deliver to Buyer, and Buyer shall purchase from Seller, the assets, tangible and intangible, used or to be used in the Aviation Business, but expressly excluding the Excluded Assets (as defined in Section 1(b)), and including without limitation, the following (collectively, the “Assets”), free and clear of all Encumbrances: (i) all assets of the Aviation Business as reflected on Schedule B attached hereto including, but not limited to, inventory, tools, equipment, vehicles, furniture and fixtures; (ii) the right, title and interest of Aviation under the Master Lease, including leasehold improvements located on the real property leased by Seller under the Master Lease (the “Real Property”); (iii) the right, title and interest of Aviation under the customer contracts and contract rights of all kind (including, without limitation, rental contracts, hanger leases, customer service contracts, tie down agreements, capital leases for equipment, furniture, trucks and other property used in or necessary for the operation of the Aviation Business as currently conducted) listed on Schedule B attached hereto, to the extent assumable and/or assignable, which Buyer has elected to assume by written notice to Seller within five (5) business days of the date of this Agreement, which Buyer may extend for an additional five (5) day period, together with all deposits and prepaid amounts under such contracts, agreements and arrangements (collectively “Assumed Aviation Contracts”); (iv) the name “Ronson Aviation” and all other intellectual property rights and other intangible personal property owned or leased by Aviation that is used in or necessary for the conduct of the Aviation Business as currently conducted;

  • Transfer of Assets On the Closing Date, as defined in Section 2.1, Seller shall sell, convey, transfer, assign and deliver to Buyer, and Buyer shall purchase from Seller, all of the assets now owned by the Companies of every kind and character, real, personal, tangible, intangible or mixed, used by, or useful to, the Companies in connection with, or associated with the operation of, the Business (the "Acquired Assets"), all of which shall be distributed to Seller in connection ------------------ with the Dissolution and owned by Seller on and as of the Closing Date, free and clear of all Liens other than Permitted Liens, and shall include, but not be limited to the following: (a) All trade accounts receivable and other rights to receive payments from customers of the Business as of the Closing Date, including all trade accounts receivable representing amounts receivable in respect to rentals, products sold and/or services rendered to customers of the Business on or prior to the Closing Date, and the full benefit of all security for such accounts or debts (collectively the "Customer Receivables"), and those other accounts -------------------- receivable outstanding as of the Closing Date (the "Other Receivables" and ----------------- collectively with the Customer Receivables, the "Receivables"). True and ----------- correct lists of the Customer Receivables and the Other Receivables, including the amount owed to each of the Companies with respect to each such Receivable, as of February 28, 1999, are set forth on Schedule 1.1(a) attached hereto, with --------------- such Schedule to be updated through the last day of the month prior to the Closing Date and delivered at the Closing. (c) All owned real estate of the Companies, including land, buildings, improvements and fixtures, located in or near (i) Freeport, Texas, (ii) XxXxxxx Texas, (iii) Texas City, Texas, (iv) Port Lavaca, Texas, (v) Houston, Texas and (vi) Lake Xxxxxxxxxx, Texas (the "Owned Real Property"), the legal description ------------------- of each of which is set forth on Schedule 1.1(c). ---------------- (d) All leased real estate of the Companies, including land, buildings and improvements, all of the foregoing of which are listed on Schedule 1.1(d) --------------- (collectively the "Real Property Leases"). -------------------- (e) All of the Companies' furniture, fixtures, computer hardware and software, office equipment and supplies, phone lines and systems, and signs (interior and exterior), including all such properties and assets of the Business that have been fully depreciated or expensed, whether or not any of the foregoing are or were recorded as assets of the Companies on the books of the Companies, all as more particularly described on Schedule 1.1(e) attached hereto -------------- (collectively, the "Furniture and Fixtures"); ---------------------- (f) All of the replacement parts, inventory and operating supplies used in the operation of the Business, including all such properties and assets of the Business that have been fully depreciated or expensed, whether or not any of the foregoing are or were recorded as assets of the Companies on the books of the Companies (collectively, the "Spare Parts, Inventory and Supplies"); ----------------------------------- (g) All of the machinery and tools used in the operation of the Business, including all such properties and assets of the Business that have been fully depreciated or expensed, whether or not any of the foregoing are or were recorded as assets of the Companies on the books of the Companies, including without limitation those described on Schedule 1.1(g) attached hereto --------------- (the "Machinery and Tools"); ------------------- (h) All inspection records on the Rental Equipment, all repair and service history files with respect to the Rental Equipment, customer account histories and choices in action of the Companies or any of them, all rights of the Companies under all insurance policies and bonds covering the Rental Equipment, the Premises, the Furniture and Fixtures, the Spare Parts, Inventory and Supplies, the Machinery and Tools and the Shop Equipment and Rigging for all periods through the Effective Time; and all of the right, title and interest of the Companies in the telephone and telecopy numbers and telephone directory listings of the Companies; internet domain names, if any; and, (iii) all other intangible assets of the Companies not described above and not otherwise described on Schedule 1.1 (j) hereto (the "Intangible Assets"); --------------- ----------------- (i) All of the shop equipment and rigging of the Companies (collectively, the "Shop Equipment and Rigging"); ------------------------------ (j) All worldwide trademarks, service marks and trade names and registrations and pending applications therefore, relating to the Business, including all right, title and interest of the Companies in and to (i) the names Xxxx Equipment and Texas Matt & Rigging (all of which the Companies will cease to use from and after the Closing Date) (ii) worldwide common law and registered copyrights, patents, and patent applications (if any) (iii) common law inventions, whether patentable or not, discoveries, and improvements, and (iv) all other licenses, franchises, processes, formulae, new products and product development, trade secrets, customer lists, mailing lists, brochures, blueprints, specifications, equipment plans, manuals, engineering records and drawings, know how, sales records, marketing and promotion information, computer programs and software and computer systems, in each case owned or held by the Companies, as well as all books, documents and records relating to the foregoing and the Business (collectively the "Intellectual Property"). --------------------- (k) All leases of personal property, including without limitation those which are listed on Schedule 1.1

  • Instruments of Conveyance and Transfer As soon as practicable after the Closing, SELLER shall deliver a certificate or certificates representing the Shares of SELLER to PURCHASER sufficient to transfer all right, title and interest in the Shares to PURCHASER.

  • Merger or Consolidation Transfer of Assets If the Owner Trustee merges or consolidates with, or transfers its corporate trust business or assets to, any Person, the resulting, surviving or transferee Person will be the successor Owner Trustee so long as that Person is qualified and eligible under Section 9.1. The Owner Trustee will (i) notify the Issuer and the Administrator (who will notify the Rating Agencies) of the merger or consolidation within 15 Business Days of the event and (ii) file a certificate of amendment to the Certificate of Trust as required by Section 9.3(e).

  • Transfer of Assets and Liabilities On the Effective Date, the rights, privileges, powers and franchises, both of a public as well as of a private nature, of each of the Constituent Corporations shall be vested in and possessed by the Surviving Corporation, subject to all of the disabilities, duties and restrictions of or upon each of the Constituent Corporations; and all and singular rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, of each of the Constituent Corporations, and all debts due to each of the Constituent Corporations on whatever account, and all things in action or belonging to each of the Constituent Corporations shall be transferred to and vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest, shall be thereafter the property of the Surviving Corporation as they were of the Constituent Corporations, and the title to any real estate vested by deed or otherwise in either of the Constituent Corporations shall not revert or be in any way impaired by reason of the Merger; provided, however, that the liabilities of the Constituent Corporations and of their shareholders, directors and officers shall not be affected and all rights of creditors and all liens upon any property of either of the Constituent Corporations shall be preserved unimpaired, and any claim existing or action or proceeding pending by or against either of the Constituent Corporations may be prosecuted to judgment as if the Merger had not taken place except as they may be modified with the consent of such creditors and all debts, liabilities and duties of or upon each of the Constituent Corporations shall attach to the Surviving Corporation, and may be enforced against it to the same extent as if such debts, liabilities and duties had been incurred or contracted by it.

  • Assignments and transfer by Obligors No Obligor may assign any of its rights or transfer any of its rights or obligations under the Finance Documents.

  • MERGER, CONSOLIDATION, TRANSFER OF ASSETS Merge into or consolidate with any other entity; make any substantial change in the nature of Borrower's business as conducted as of the date hereof; acquire all or substantially all of the assets of any other entity; nor sell, lease, transfer or otherwise dispose of all or a substantial or material portion of Borrower's assets except in the ordinary course of its business.

  • Assignments and Transfers No Party may assign any of its rights and benefits or transfer any of its rights, benefits and obligations in respect of any Debt Documents or the Liabilities except as permitted by this Clause 19.

  • Sale and Transfer of Shares Subject to the terms and conditions set forth in this Agreement, at the Closing, Seller shall sell, convey, assign, transfer and deliver the Shares to Purchaser, free and clear of all Liens (other than restrictions arising under the Securities Act or any other applicable state securities laws), and Purchaser shall purchase, acquire and accept the Shares from Seller.

  • Asset Transfer (a) As consideration for the reinsurance by the Reinsurer of the General Account Liabilities under this Agreement, on the Closing Date, the Reinsurer shall be entitled to an amount equal to one hundred percent (100%) of the General Account Reserves as of the close of business on the day immediately preceding the Inception Date (the “Initial Reinsurance Premium”). (b) As additional consideration for the Reinsurer entering into this Agreement, the Reinsurer shall be entitled to 100% of all premiums and other considerations to the extent received on or after the Inception Date by the Company or the Reinsurer with respect to the General Account Liabilities, less an amount equal to the reinsurance premium due under the Ceded Reinsurance Agreements to the extent such premium relates to coverage on or after the Inception Date with respect to the Reinsured Contracts. In addition, with respect to the Separate Account Liabilities, the Reinsurer shall be entitled to 100% of all (i) mortality and expense risk charges and administrative expense charges (collectively, “asset charges”), any rider charges (to the extent the riders are reinsured hereunder), and contract maintenance charges, back-end sales loads and other considerations billed separately for the Reinsured Contracts collected by the Company on or after the Inception Date, and (ii) any other charges, fees and similar amounts received by the Company from the Separate Accounts on or after the Inception Date (collectively, the “Separate Account Charges”). The Company hereby assigns to the Reinsurer all of its rights to such premiums and other considerations payable to the Company. For the avoidance of doubt, the Separate Account Charges shall not include any distribution fees received from underlying mutual funds pursuant to a plan adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940.

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