Exchange of Assets. [If only one Party is conveying / transferring Assets, delete Section 1.1. or Section 1.2 (and Exhibit “A-1" and Exhibit “A-2") as appropriate.]
Exchange of Assets. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, PARTY A and PARTY B agree to exchange simultaneously the PARTY A Assets for the PARTY B Assets, free and clear of all Liens (except Permitted Liens) (the "Exchange"). PARTY A and PARTY B agree to use all reasonable efforts to structure the Exchange in such a way that, to the extent reasonably possible, it will be a tax free exchange of like-kind assets under Section 1031 of the Code.
Exchange of Assets. No Obligor shall, directly or indirectly, exchange any of its assets except as permitted by Section 6.5, and so long as no Default or Event of Default would exist before or after giving effect thereto, other than:
Exchange of Assets. Upon receipt of instructions as defined herein in Section 3.A, Custodian will exchange, or cause to be exchanged, Assets held by it for the account of Fund for other Assets issued or paid in connection with any reorganization, recapitalization, merger, consolidation, split-up of shares, change of par value, conversion, refinancing or otherwise, and will deposit any such Assets in accordance with the terms of any reorganization or protective plan. Without instructions, Custodian is authorized to exchange securities held by it in temporary form for securities in definitive form, to effect an exchange of shares when the par value of the stock is changed, and upon receiving payment therefor, to surrender Assets held by it at maturity or when advised of earlier call for redemption, except that Custodian shall receive instructions prior to surrendering any convertible security.
Exchange of Assets. On the Closing Date, (A) MGE shall transfer to WPSC, and WPSC shall accept from MGE, MGE's entire Interest, free and clear of all Liens, in the Nuclear Plant, and, in exchange, (B) WPSC shall transfer an asset (the "Exchange Asset"), to be designated as set forth below, to MGE. In connection with said transfer the parties shall take account of decommissioning obligations with respect to the Nuclear Plant in accordance with Section 17 below.
Exchange of Assets. Upon receipt of "Instructions" as defined in SectionV.A, Custodian will exchange, or cause to be exchanged, Assets of the applicable Portfolio for other Assets issued or paid in connection with any reorganization, recapitalization, merger, consolidation, split-up of shares, change of par value, conversion or otherwise, and will deposit any such Assets in accordance with the terms of any reorganization or protective plan. Without Instruction, and with the understanding that Custodian may deliver or cause to be delivered securities for payment in accordance with the customs prevailing among dealers in securities, Custodian is authorized to (i) exchange Assets held by it in temporary form for Assets in definitive form, (ii) effect an exchange of shares when the par value of the stock is changed, and, (iii) upon receiving payment therefore, surrender bonds or other securities held by it at maturity or when advised of earlier call for redemption. Custodian shall receive instructions prior to surrendering any convertible security.
Exchange of Assets. 2.5.1. For and in consideration of the conveyance of the STC Assets to HAT and in addition to the assumption of Liabilities by HAT as set forth in Section 2.10, at the Closing HAT agrees to (a) transfer to STC Broadcasting the ------------ HAT Non-License Assets and transfer to STC License Company the HAT License Assets, as provided for in Section 2.2, and (b) pay to STC by wire transfer of ----------- immediately available funds to an account designated by STC the amount of Twenty-One Million Three Hundred Sixty-Six Thousand Six Hundred and Fifty Dollars ($21,366,650) (the "Cash Consideration"), less (i) any Burlington ---- Financing Amount which is not repaid by STCBV Sub as of the Closing Date, and (ii) plus any adjustments, if any, with respect to the ABC Affiliation Agreement ---- as described in Section 7.5. -----------
Exchange of Assets. 9 2.1. Exchange.................................................................................. 9 2.2.
Exchange of Assets. First Party may use, assign or dispose of any assets not needed for Petroleum Operations to which this Article 20 refers. It is understood that exchange of assets by Operator with other operators in GSPLAJ or in TUNISIA shall be allowed subject to the approval of the Management Committee.
Exchange of Assets. [If only one Party iS conveying / xxxx Sferring ASSetS, delete Section 1.1. or Section 1.2 (and EXhibit “A-1" and EXhibit “A-2") aS appropriate.]
