Conveyance of Assets; Discharge of Liabilities Sample Clauses

Conveyance of Assets; Discharge of Liabilities. Except as otherwise expressly provided herein or in any of the Ancillary Agreements: (a) Effective as of the Effective Time (i) all Patriot Assets are intended to be and shall become Assets of the Patriot Group, (ii) all Patriot Liabilities are intended to be and shall become the Liabilities of the Patriot Group, and (iii) all other Assets and Liabilities of PEC and its subsidiaries are intended to be and shall remain exclusively the Assets and Liabilities of the PEC Group. (b) Effective as of the Effective Time, PEC agrees to transfer or cause to be transferred to Patriot or to such other members of the Patriot Group as Patriot may designate all right, title and interest of the PEC Group in and to all of the Patriot Assets. (c) Patriot agrees that, effective as of the Effective Time, it will transfer or cause to be transferred to PEC or to such other member of the PEC Group as PEC may designate all right, title and interest of the Patriot Group in and to all Assets that are not Patriot Assets. (d) Patriot agrees that it will, or will cause another member of the Patriot Group designated by Patriot to, (i) assume any of the Patriot Liabilities for which a member of the Patriot Group is not the obligor, effective as of the Effective Time, and (ii) timely pay and discharge all of the Patriot Liabilities, at and after the Effective Time. (e) PEC agrees that it will, or will cause another member of the PEC Group designated by PEC to, (i) assume any of the PEC Liabilities for which a member of the PEC Group is not the obligor, effective as of the Effective Time, and (ii) timely pay and discharge all of the PEC Liabilities, at and after the Effective Time. (f) PEC agrees that it will, or will cause another member of the PEC Group designated by PEC to, make a cash contribution of $30,000,000 to Patriot on the Distribution Date. (g) In the event that any conveyance of an Asset, including conveyance of any Asset listed in Schedule 2.02(g), required hereby is not effected at or before the Effective Time, the obligation to transfer such Asset shall continue past the Effective Time and shall be accomplished as soon thereafter as practicable. (h) If any Asset may not be transferred by reason of the requirement to obtain the consent of any third party and such consent has not been obtained by the Effective Time, then (unless otherwise expressly agreed by PEC and Patriot) such Asset shall not be transferred until such consent has been obtained. PEC and Patriot, as the cas...
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Conveyance of Assets; Discharge of Liabilities. (a) Except as otherwise expressly provided herein or in any of the Ancillary Agreements, on the Distribution Date (i) all Unisource Assets are intended to be and shall become Assets of the Unisource Group, (ii) all Unisource Liabilities are intended to be and shall become exclusively the Liabilities of the Unisource Group and (iii) all other Assets and Liabilities of Alco and its subsidiaries are intended to be and shall remain exclusively the Assets or Liabilities of the Alco Group. (b) On or before the Distribution Date, Alco agrees to transfer or cause to be transferred to Unisource or to such other members of the Unisource Group as Unisource may designate, free and clear of all liens, mortgages, deeds of trust, security interests, charges, claims or encumbrances of any kind other than (i) easements, rights of way, zoning restrictions and other similar encumbrances affecting real property and (ii) those constituting or securing Unisource Liabilities, all right, title and interest of the Alco Group in and to any of the Unisource Assets. (c) On or before the Distribution Date, Unisource agrees to transfer or cause to be transferred to Alco or to such other member of the Alco Group as Alco may designate, free and clear of all liens, mortgages, deeds of trust, security interests, charges, claims or encumbrances of any kind other than (i) easements, rights of way, zoning restrictions and other similar encumbrances affecting real property and (ii) those constituting or securing Alco Liabilities, all right, title and interest of the Unisource Group in and to any Assets that are not Unisource Assets. (d) Unisource agrees that on and after the Distribution Date it will pay, perform and discharge, or cause to be paid, performed or discharged, all of the Unisource Liabilities. (e) Alco agrees that on and after the Distribution Date it will pay, perform and discharge, or cause to be paid, performed and discharged, all of the Alco Liabilities. In connection therewith, without limiting the duties of the parties specified in Article XI of this Agreement, Unisource agrees that it will provide at its own expense all reasonable cooperation and assistance to Alco in connection with the investigation and resolution of claims specified in clause (y) of the last sentence of the definition of Unisource Liabilities (including facilitating a return to work of personnel capable of doing so in the case of workmen's compensation claims). (f) In the event that any conveyance of an ...
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Conveyance of Assets; Discharge of Liabilities. Except as otherwise expressly provided herein or in any of the Ancillary Agreements: (a) UWS hereby assigns and transfers to Newco and Newco hereby accepts and acknowledges receipt of the Newco Assets. (b) UWS hereby assigns and tranfers to Newco and Newco hereby acknowledges receipt of and assumes the Newco Liabilities. (c) In exchange for the transfers listed above, Newco shall issue concurrently with the execution of this Agreement ____________ shares of Newco Common Stock to UWS so that UWS's total holdings of Newco Common Stock, when combined with the one share already owned, will equal the number of shares of UWS Common Stock outstanding on the Record Date. (d) Those employees of UWS or its subsidiaries (other than American Medical Security Holdings, Inc. or its subsidiaries) shall become employees of Newco and UWS shall have no further responsibility or liability with respect to such employees from and after the date hereof, other than with respect to the final settlement of obligations with respect to such employees except as may be set forth in the Employee Benefits Agreement. (e) If any Newco Asset may not be transferred by reason of the requirement to obtain the consent of any third party and such consent has not been obtained by the date hereof, then such Asset shall not be transferred until such consent has been obtained, and UWS and Newco, as the case may be, shall cause the owner of such Newco Asset to use all reasonable efforts to provide to the appropriate member of the other Group all the rights and benefits under such Asset and cause such owner to enforce such Asset for the benefit of such member.
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Related to Conveyance of Assets; Discharge of Liabilities

  • Discharge of Liabilities Liabilities of the Partnership include amounts owed to Partners otherwise than in respect of their distribution rights under Article VI. With respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish a reserve of cash or other assets to provide for its payment. When paid, any unused portion of the reserve shall be distributed as additional liquidation proceeds.

  • Discharge of Liability on Securities Except as otherwise contemplated by Section 2.3(a), when (a) the Company delivers to the Trustee all Outstanding Securities or all Outstanding Securities of any series, as the case may be, theretofore authenticated and delivered and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.8, (ii) Securities or Securities of such series, as the case may be, and coupons, if any, which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9, (iii) coupons, if any, appertaining to Securities or Securities of such series, as the case may be, called for redemption and maturing after the relevant Redemption Date, whose surrender has been waived as provided in Section 3.4, and (iv) Securities or Securities of such series, as the case may be, and coupons, if any, for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 2.4) for cancellation or (b) all Outstanding Securities have become due and payable and the Company deposits with the Trustee cash sufficient to pay at Stated Maturity the Principal Amount of all Principal of and interest on Outstanding Securities or all Outstanding Securities of such series (other than Securities replaced pursuant to Section 2.9), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 7.7, cease to be of further effect as to all Outstanding Securities or all Outstanding Securities of any series, as the case may be. The Trustee shall join in the execution of a document prepared by the Company acknowledging satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers' Certificate and Opinion of Counsel and at the cost and expense of the Company.

  • Discharge of Liens If any mechanic’s, laborer’s or materialman’s lien (other than a lien arising out of any work performed by the FCRHA) at any time shall be filed in violation of the obligations of Tenant pursuant to Section 15.01 against the Premises or any part thereof or the Project or any part thereof, or, if any public improvement lien created or permitted to be created by Tenant shall be filed against any assets of, or funds appropriated to, the FCRHA, Tenant, within forty-five (45) days after notice of the filing thereof shall cause the same to be discharged of record by payment, deposit, bond, order of a court of competent jurisdiction or otherwise. If Tenant shall fail to cause such lien to be discharged of record within the period aforesaid, and if such lien shall continue for an additional ten (10) days after notice by the FCRHA to Tenant, then, in addition to any other right or remedy, the FCRHA may, but shall not be obligated to, discharge the same either by paying the amount claimed to be due or by procuring the discharge of such lien by deposit or by bonding proceedings, and in any such event, the FCRHA shall be entitled, if the FCRHA so elects, to compel the prosecution of an action for the foreclosure of such lien by the lienor and to pay the amount of the judgment in favor of the lienor with interest, costs and allowances. Any amount so paid by the FCRHA, including all reasonable costs and expenses incurred by the FCRHA in connection therewith, together with interest thereon at the Involuntary Rate, from the respective dates of the FCRHA’s making of the payment or incurring of the costs and expenses, shall constitute Additional Costs and shall be paid by Tenant to the FCRHA within ten (10) days after demand. Notwithstanding the foregoing provisions of this Section 15.02, Tenant shall not be required to discharge (and the FCRHA shall not pay or discharge) any such lien if Tenant is in good faith contesting the same and has furnished a cash deposit or a security bond or other such security reasonably satisfactory to the FCRHA in an amount sufficient to pay such lien with interest and penalties.

  • Discharge of Liability on Notes This Indenture will be discharged and will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes as expressly provided for in this Indenture and except for the Trustee’s right to reimbursement of fees and expenses and indemnification as expressly provided for in this Indenture) as to all outstanding Notes, and all of the Guarantees, if any, of the Notes shall be discharged, terminated and released, when: (1) either (a) all Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee for cancellation; or (b) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by giving of a notice of redemption, upon stated maturity or otherwise, will become due and payable within one year (upon stated maturity or otherwise), or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company has irrevocably deposited or caused to be deposited with the Trustee cash in such amount as will be sufficient, U.S. Government Obligations the scheduled payments of principal of and interest on which will be sufficient (without any reinvestment of such interest), or a combination thereof in such amounts as will be sufficient, to pay and discharge the entire Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on such Notes to the date of maturity or redemption, as the case may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption; (2) the Company has paid or caused to be paid all other sums payable by the Company under this Indenture; and (3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions, exceptions and limitations) stating that all conditions precedent under this Section 8.01 relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the foregoing paragraph, the provisions of Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3 shall survive until the Notes have been cancelled or are no longer outstanding. After such delivery or irrevocable deposit, the Trustee upon request shall execute proper instruments acknowledging the discharge of this Indenture and the Company’s obligations under the Notes and this Indenture and, if applicable, the obligations of all Guarantors under the Guarantees and this Indenture, except for those surviving obligations specified above.

  • Satisfaction and Discharge of Indenture Unclaimed Moneys Section 9.01. Satisfaction and Discharge of Indenture........................42 Section 9.02. Application by Trustee of Funds Deposited for Payment of Securities..................................................46 Section 9.03. Repayment of Moneys Held by Paying Agent.......................46 Section 9.04. Return of Moneys Held by Trustee and Paying Agent Unclaimed for Two Years........................................46

  • Discharge of Liability on Securities; Defeasance (a) When (1) the Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.09 of the Indenture) for cancellation or (2) all outstanding Notes have become due and payable, whether at maturity or on a redemption date as a result of the mailing of a notice of redemption pursuant to Article III of the Indenture and the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.09 of the Indenture), and if in either case the Company pays all other sums payable hereunder by the Company, then the Indenture shall, subject to Section 8.01(c) of the Indenture, cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of the Indenture on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Company. (b) Subject to Sections 8.01(c) and 8.02 of the Indenture, the Company at any time may terminate (1) all its obligations under the Notes and the Indenture (“legal defeasance option”) or (2) its obligations under Sections 4.03, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 and 4.14 of the Indenture and the operation of Sections 6.01(4), 6.01(6), 6.01(7), 6.01(8) and 6.01(9) of the Indenture (but, in the case of Sections 6.01(7) and (8) of the Indenture, with respect only to Significant Subsidiaries and Subsidiary Guarantors) and the limitations contained in Sections 5.01(a)(3) of the Indenture (“covenant defeasance option”). The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. If the Company exercises its covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Sections 6.01(4), 6.01(6), 6.01(7), 6.01(8) and 6.01(9) of the Indenture (but, in the case of Sections 6.01(7) and 6.01(8) of the Indenture, with respect only to Significant Subsidiaries and Subsidiary Guarantors) or because of the failure of the Company to comply with Section 5.01(a)(3) of the Indenture. If the Company exercises its legal defeasance option or its covenant defeasance option, each Subsidiary Guarantor, if any, shall be released from all its obligations with respect to its Subsidiary Guaranty. Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates. (c) Notwithstanding clauses (a) and (b) above, the Company’s obligations in Sections 2.05, 2.06, 2.07, 2.08, 2.09, 2.10, 7.07 and 7.08 of the Indenture and in this Article VIII shall survive until the Notes have been paid in full. Thereafter, the Company’s obligations in Sections 7.07, 8.04 and 8.05 of the Indenture shall survive.

  • Satisfaction and Discharge of Indenture This Indenture shall upon Company Request cease to be of further effect with respect to Securities of or within any series (except as to any surviving rights of registration of transfer or exchange of such Securities and replacement of such Securities which may have been lost, stolen or mutilated as herein expressly provided for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to such Securities, when (1) either (A) all such Securities theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Trustee or the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.3) have been delivered to the Trustee for cancellation; or (B) all such Securities not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of clause (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose money in an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest and any Additional Amounts to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Securities of such series; (3) the Company has complied with any other conditions specified pursuant to Section 3.1 to be applicable to the Outstanding Securities of such series; and (4) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as to such Securities have been complied with. If any Outstanding Securities of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the trust agreement evidencing the trust referred to in subclause (B) of clause (1) of this Section 4.1 shall provide therefore and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 6.7, the obligations of the Trustee to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 4.1, the obligations of the Trustee under Section 4.2 and the last paragraph of Section 10.3 shall survive.

  • Discharge of Indenture When (a) the Company shall deliver to the Trustee for cancellation all Notes theretofore authenticated (other than any Notes which have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds sufficient to pay at maturity or upon redemption of all of the Notes (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity or redemption date, as the case may be, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) remaining rights of registration of transfer, substitution and exchange and conversion of Notes, (ii) rights hereunder of Noteholders to receive payments of principal of and premium, if any, and interest on, the Notes and the other rights, duties and obligations of Noteholders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee hereunder), and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel as required by Section 17.5 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Notes.

  • Discharge of Agreement If the Developer fails to complete the development after six years from the date of registration of this Agreement at the Registry of Deeds or Land Registration Office Council may review this Agreement, in whole or in part, and may: (a) retain the Agreement in its present form; (b) negotiate a new Agreement; or (c) discharge this Agreement.

  • No Discharge; Survival of Claims Each of the Borrower and the Guarantors agrees that (i) its obligations hereunder shall not be discharged by the entry of an order confirming a Reorganization Plan (and each of the Borrower and the Guarantors, pursuant to Section 1141(d)(4) of the Bankruptcy Code, hereby waives any such discharge) and (ii) the Superpriority Claim granted to the Administrative Agent and the Lenders pursuant to the Approval Order and described in Section 2.25 and the Liens granted to the Administrative Agent pursuant to the Approval Order and described in Sections 2.25 and 2.27 shall not be affected in any manner by the entry of an order confirming a Reorganization Plan.

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