Conveyed Assets Clause Samples

Conveyed Assets. Notwithstanding anything to the contrary, Company shall not retain at the Closing, subject to Section 1.4, any right, title and interest in, to or under the Conveyed Assets. On the terms and subject to the conditions of this Agreement, no later than immediately prior to the Closing, Company shall, subject to obtaining any Required Releases and applicable Law, convey, assign, transfer and deliver to NewCo, as a capital contribution with respect to Company’s interest in the LLC Interests, and NewCo shall acquire and take assignment and delivery from Company of, all rights, title and interest of Company in and to the Conveyed Assets, free and clear of all Liens except for Permitted Encumbrances; provided that any conveyance of the Assumed Real Estate Leases and Assumed Contracts shall be subject to obtaining any required Third Party Consents. Following the pre-Closing transactions provided for in the previous sentence and the other Restructuring Transactions, NewCo’s assets, subject to obtaining any Required Releases and Section 1.4, will consist solely of the Conveyed Assets.

Conveyed Assets. Each Seller hereby sells, convey, assign, transfer, set over, and deliver to Purchaser, its successors and assigns, all of the Conveyed Assets owned by such Seller free and clear of all liens all liens, mortgages, security interests, adverse claims, and all encumbrances (other than Assumed Liabilities), and Purchaser hereby purchases and accepts all of the Conveyed Assets, as of the Closing Date.

Conveyed Assets. All of the assets and liabilities of Construction Data Services, Inc. ("CDS") and TSR Health Care Services, Inc. ("Health Care"; CDS and Health Care are referred to collectively as the "Former Subsidiaries") have been sold, transferred or otherwise conveyed to one or more Persons other than the Borrower and the Guarantors, and neither of the Former Subsidiaries nor any of the Borrower and the Guarantors has any liability with respect to the Former Subsidiaries or either of them other than (a) liability for taxes to the extent set forth in Section 3.04 hereof, (b) liability of the Parent to CDS in an amount not in excess of $8,000,000 in respect of amounts withdrawn from CDS by the Parent with respect to which a corresponding asset appears on the books of CDS and (c) the obligations of Health Care to the Parent in respect of the Parent's funding of Health Care's operating losses in an amount not in excess of $350,000, provided that the obligations and liabilities set forth in clauses (b) and (c) shall have no effect on the consolidated financial position of the Parent and shall be eliminated not later than March 31, 1998 by non-cash transactions reflected in eliminating entries on the books of the Parent, CDS and Health Care, as applicable.

Conveyed Assets. Subject to the terms and conditions of this Agreement and the Permitted Encumbrances, at the Closing, Seller shall sell and transfer to Buyer, effective as of the Effective Time, the following, in each case, except to the extent constituting Excluded Assets (collectively, the “Conveyed Assets”): (a) an overriding royalty interest in and to all Hydrocarbons produced from the oil, gas, and mineral leases and subleases described on Exhibit “A”, subject to any reservations, limitations or depth restrictions described in Exhibit “A” (the “Leases”) equal to, for each Lease, the positive difference, if any, between twenty-five percent (25%), less Existing Burdens (such percentage, the “Conveyed ORRI Percentage”, and such overriding royalty interests, collectively, the “Conveyed ▇▇▇▇▇”); (b) all rights and interests derived from the Conveyed ▇▇▇▇▇ in any and all Hydrocarbon ▇▇▇▇▇ located on any of the lands covered by the Leases, whether producing, shut-in, plugged or abandoned, but excluding the Excluded ▇▇▇▇▇ (such interest in such ▇▇▇▇▇, including the ▇▇▇▇▇ set forth in Exhibit “B”, the “▇▇▇▇▇”), and all Hydrocarbons produced therefrom or allocated thereto attributable to the Conveyed ▇▇▇▇▇ from and after the Effective Time; and (c) excluding the Excluded Records and subject to Section 7.01, all files (whether originals, copies, or in digital or electronic format), including the title files; abstracts of title; title opinions; title information; title commitments; land surveys; maps; data; correspondence; accounting files; Asset Tax records; division of interest computer printouts; analyses; interpretations; and all other files, documents, materials, information, instruments, books and records of every kind and description in Seller’s or any of its Affiliates’ possession or control which affect, concern, pertain or relate to, or are used directly in connection with, the Conveyed Assets (the “Records”).

Conveyed Assets. Seller hereby quitclaims, sells, convey, assign, transfer, set over, and deliver to Purchaser, its successors and assigns, all of the SSL Personal Property WITHOUT WARRANTY, except that Seller owns the SSL Property free and clear of all liens all liens, mortgages, security interests, or encumbrances created by Seller, and Purchaser hereby purchases and accepts all of the SSL Personal Property, as of the Closing Date.

Conveyed Assets. Caliber Sub has received from Triangle USA all of the Conveyed Assets (as defined in the Services Agreement) and each of the Caliber Entities has performed all other obligations required of it under Section 2.1 of the Services Agreement. Caliber Sub has good and marketable title of all of the Conveyed Assets and owns such assets free and clear of all liens and other encumbrances.

Conveyed Assets. Subject to the terms and conditions of this Agreement, at the Closing, Seller shall sell and transfer (or shall cause to be sold and transferred) to Buyer an undivided forty-nine percent (49%) of Seller’s right, title and interest (the “Conveyed Interest Percentage”) in and to the Assets (such Conveyed Interest Percentage in and to the Assets, the “Conveyed Assets”), and Buyer shall purchase, pay for, and accept the Conveyed Assets and assume the Assumed Liabilities. At Closing, and without limiting the obligations in Section 5.02 of this Agreement, beneficial ownership and the risk of loss of the Conveyed Assets will pass from Seller to Buyer effective from and after the Effective Time.

Conveyed Assets. The Borrower will acquire on the date of closing of the Norian Acquisition pursuant to the Acquisition Agreement all of the “Conveyed Assets” (as such terms are defined therein), free and clear of all Encumbrances, other than the Encumbrance in favor of Norian Corporation permitted pursuant to Section 6.3(h) of this Agreement.

Conveyed Assets. Subject to the terms and conditions set forth herein, as of the date hereof, the Seller hereby sells, transfers, assigns and conveys to the Purchaser, and the Purchaser hereby acquires from the Seller, without recourse, all of the Seller’s right, title and interest in, to and under (a) the Agency Securities listed in Schedule A to this Agreement, and all distributions on the Agency Securities payable to Persons who are holders of record thereof on and after the date hereof, (b) the rights and remedies of the Seller pursuant to the Agency Securities Purchase Agreement relating to the Agency Securities transferred hereunder and (c) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other liquid property (including without limitation, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, causes of action, rights to payment of any and every kind and other forms of obligations, receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing) (the “Conveyed Assets”).