Documents Relating to Transfers of Assets and Assumption of Liabilities Sample Clauses

Documents Relating to Transfers of Assets and Assumption of Liabilities. In furtherance of the assignment, transfer and conveyance of the Transferred Assets and the assumption of the Transferred Liabilities, simultaneously with the execution and delivery hereof or as promptly as practicable thereafter, (i) Seller shall execute and deliver such instruments of transfer, conveyance and assignment as and to the extent necessary to evidence the transfer, conveyance and assignment of all of Seller's right, title and interest in and to the Transferred Assets to Buyer; and (ii) Buyer shall execute and deliver to Seller such assumptions of contracts and other instruments of assumption as and to the extent necessary to evidence the valid and effective assumption of the Transferred Liabilities by Buyer. Buyer and Seller shall also cooperate to evidence the retention by Seller of any Excluded Assets (as defined in Exhibit A).
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Documents Relating to Transfers of Assets and Assumption of Liabilities. In furtherance of the contribution, assignment, transfer and conveyance of the Transferred Assets, the transfer of employment of the Transferred Employees and the assumption of the Assumed Liabilities as set forth in Sections 2.1 and 2.2, as of the Effective Time, (a) IGI shall execute and deliver such bills of sale, certificates of title, assignments of contracts and other instruments of transfer, conveyance and assignment as and to the extent necessary to evidence the contribution, transfer, conveyance and assignment of all of IGI's right, title and interest in and to the Transferred Assets to IGLLC and the transfer of employment of the Transferred Employees, and (b) IGLLC shall execute and deliver to IGI such bills of sale, certificates of title, assumptions of contracts and other instruments of assumption as and to the extent necessary to evidence the valid and effective contribution, transfer, conveyance and assignment of the Transferred Assets and the transfer of employment of the Transferred Employees to, and assumption of the Assumed Liabilities by, IGLLC.
Sample 1
Documents Relating to Transfers of Assets and Assumption of Liabilities. (a) In furtherance of the assignment, transfer and conveyance of the Eldercare Group Assets and the Parent Group Assets set forth in Section 2.1, effective as of the Distribution Date, (i) Parent shall, and shall cause its Subsidiaries to, execute and deliver such bills of sale, stock powers, certificates of title, assignments of contracts and other instruments of transfer, conveyance and assignment as and to the extent necessary to evidence the transfer, conveyance and assignment of all of Parent's and its respective Subsidiaries' right, title and interest in and to the Eldercare Group Assets to SpinCo and (ii) SpinCo shall, and shall cause its Subsidiaries to, execute and deliver such bills of sale, stock powers, certificates of title, assignments of contracts and other instruments of transfer, conveyance and assignment as and to the extent necessary to evidence the transfer, conveyance and assignment of all of SpinCo's and its respective Subsidiaries' right, title and interest in and to the Parent Group Assets to Parent.
Sample 1Sample 2
Documents Relating to Transfers of Assets and Assumption of Liabilities. In furtherance of the contribution, assignment, transfer and conveyance of the Transferred Assets and the assumption of the Assumed Liabilities as set forth in Section 2.1, as of the Effective Time, (a) ICorp shall execute and deliver such bills of sale, certificates of title, assignments of contracts and other instruments of transfer, conveyance and assignment as and to the extent necessary to evidence the contribution, transfer, conveyance and assignment of all of ICorp's right, title and interest in and to the Transferred Assets to ATS and the transfer of employment of the Transferred Employees, and (b) ATS shall execute and deliver to ICorp such bills of sale, certificates of title, assumptions of contracts and other instruments of assumption as and to the extent necessary to evidence the valid and effective contribution, transfer conveyance and assignment of the Transferred Assets to, and the transfer of employment of the Transferred Employees, and assumption of the Assumed Liabilities by, ATS.
Sample 1
Documents Relating to Transfers of Assets and Assumption of Liabilities. In furtherance of the assignment, transfer and conveyance of the Partnership Assets and the assumption of Partnership Liabilities set forth in Sections 2.2(a) and (b), simultaneously with the execution and delivery hereof or as promptly as practicable thereafter, (i) Partnership shall execute and deliver, and shall cause their respective Subsidiaries to execute and deliver, such bills of sale, stock powers, certificates of title, assignments of contracts and other instruments of transfer, conveyance and assignment as and to the extent necessary to evidence the transfer, conveyance and assignment of all of the Partnership's right, title and interest in and to the Partnership Assets to New Tality effected by this Agreement; and (ii) New Tality execute and deliver such assumptions of contracts and other instruments of assumption as and to the extent necessary to evidence the valid and effective assumption of the Partnership Liabilities by New Tality effected by this Agreement.
Sample 1
Documents Relating to Transfers of Assets and Assumption of Liabilities. In furtherance of the assignment, transfer and conveyance of Additional MOD-PAC Assets and the acceptance and assumption of Additional MOD-PAC Liabilities set forth in Section 2.1(a) and (b), simultaneously with the execution and delivery hereof or as promptly as practicable thereafter, (i) Astronics shall execute and deliver, and shall cause its Subsidiaries to execute and deliver, such bills of sale, assignments of contracts and other instruments of transfer, conveyance and assignment as and to the extent necessary to evidence the transfer, conveyance and assignment of all of Astronics' and its Subsidiaries' right, title and interest in and to the MOD-PAC Assets to MOD-PAC and (ii) MOD-PAC shall execute and deliver, to Astronics and its Subsidiaries such bills of sale, assumptions of contracts and other instruments of assumption as and to the extent necessary to evidence the valid and effective assumption of the MOD-PAC Liabilities by MOD-PAC.
Sample 1

Related to Documents Relating to Transfers of Assets and Assumption of Liabilities

  • Transfer of Assets and Assumption of Liabilities (a) On or prior to the Effective Time, but in any case prior to the Distribution, in accordance with the Plan of Reorganization:

  • Transfer of Assets; Assumption of Liabilities (a) Prior to the Distribution, in accordance with the plan and structure set forth on Schedule 2.1(a) (such plan and structure being referred to herein as the “Spinoff Plan”) and to the extent not previously effected pursuant to the steps of the Spinoff Plan that have been completed prior to the date hereof:

  • Purchase and Sale of Assets Assumption of Liabilities 8 2.1 Purchase and Sale of Assets 8 2.2 Excluded Assets 10 2.3 Assumption of Liabilities 11 2.4 Excluded Liabilities 12 2.5 Further Conveyances and Assumptions; Consent of Third Parties 12 2.6 Purchase Price Allocation 13

  • 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.”

  • Non-Assumption of Liabilities Except as explicitly set ----------------------------- forth in Section 1.7 above, Purchasers shall not, by the execution and performance of this Agreement or otherwise, assume, become responsible for, or incur any liability or obligation of any nature of the Company, whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior to, at, or after the date of this Agreement, including, without limiting the generality of the foregoing, any liability or obligation arising out of or relating to: (a) any occurrence or circumstance (whether known or unknown) which occurs or exists on or prior to the Closing Date and constitutes, or which by the lapse of time or giving notice (or both) would constitute, a breach or default under any lease, contract, or other instrument or agreement or obligation (whether written or oral); (b) injury to or death of any person or damage to or destruction of any property, whether based on negligence, breach of warranty, or any other theory; (c) violation of the requirements of any governmental authority or of the rights of any third person, including, without limitation, any requirements relating to the reporting and payment of federal, state, local or other income, sales, use, franchise, excise or property tax liabilities of Sellers; (d) the generation, collection, transportation, storage or disposal by the Company of any materials, including, without limitation, hazardous materials; (f) any severance pay obligation of the Company, compensation owed employees of the Company for periods prior to the Closing Date, or any obligations under any employee benefit plan (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended) or any other fringe benefit program maintained or sponsored by Company or to which any of the Company contributes or any contributions, benefits or liabilities therefor or any liability for the withdrawal or partial withdrawal from or termination of any such plan or program by the Company; (g) the debts and obligations of the Company, except for the Assumed Liabilities; (h) any violation by the Company of any law, including, without limitation, any federal, state or local antitrust, racketeering or trade practice law; and (i) liabilities or obligations of the Sellers for brokerage or other commissions relative to this Agreement or the transactions contemplated hereunder.

  • No Assumption of Liabilities Except as expressly provided in this Agreement, TJC shall not assume any debts, liabilities or obligations of Seller or its Members, shareholders, affiliates, officers, employees or agents of any nature, whether known or unknown, fixed or contingent, including, but not limited to, debts, liabilities or obligations with regard or in any way relating to any contracts (including, without limitation, any employee agreements), leases for real or personal property, trade payables, tax liabilities, disclosure obligations, product liabilities, liabilities to any regulatory authorities, liabilities relating to any claims, litigation or judgments, any pension, profit-sharing or other retirement plans, any medical, dental, hospitalization, life, disability or other benefit plans, any stock ownership, stock purchase, deferred compensation, performance share, bonus or other incentive plans, or any other similar plans, agreements, arrangements or understandings which Seller, or any of its affiliates, maintain, sponsor or are required to make contributions to, in which any employee of Seller participates or under which any such employee is entitled, by reason of such employment, to any benefits (collectively the (“Excluded Liabilities”). For the avoidance of doubt, any liability under any lease for real property for a Franchise, whether or not assumed by TJC, which relates to the period before Closing, shall be an Excluded Liability.

  • Assumption of Assumed Liabilities The Buyer hereby expressly assumes and agrees to pay, perform and discharge in accordance with their terms the Assumed Liabilities.

  • Merger, Consolidation or Assumption of the Obligations of Seller; Certain Limitations Any Person (i) into which the Seller may be merged or consolidated, (ii) which may result from any merger, conversion or consolidation to which the Seller shall be a party or (iii) which may succeed to all or substantially all of the business of the Seller, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this Agreement, shall be the successor to the Seller under this Agreement without the execution or filing of any document or any further act on the part of any of the parties to this Agreement, except that if the Seller in any of the foregoing cases is not the surviving entity, then the surviving entity shall execute an agreement of assumption to perform every obligation of the Seller hereunder. The Seller shall satisfy the Rating Agency Condition with respect to any merger, consolidation or succession pursuant to this Section.

  • Assumption of Liabilities On and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible for all of the Assumed Liabilities at the Closing. The Buyer will not assume or have any responsibility, however, with respect to any other obligation or Liability of the Seller not included within the definition of Assumed Liabilities.

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

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