Initial Transfer of Assets Sample Clauses

Initial Transfer of Assets. (a) Not later than 120 days after the Closing Date and subject to the requirements of Section 4 hereof being satisfied, Seller shall cause a transfer of assets and liabilities from the Seller's Retirement Plans to the Buyer's Retirement Plans upon the terms and conditions set forth in the Asset Purchase Agreement and this Schedule 9.2. The value of the assets of each Seller Retirement Plan to be transferred within 120 days of the Closing Date shall be an amount equal to eighty-five percent (85%) of the product of the Estimated Sold Business Fraction (as defined below) and the market value of the assets such Seller Retirement Plan as of the last day of the month preceding the Closing Date or, if the market value (as adjusted for distributions and contributions from the end of such month to the Closing Date) of such Seller Retirement Plan has changed by more than five percent (5%) since such date, as of the day immediately preceding the Closing Date (such amount, the "Estimated Sold Business Asset Share"). The assets of a Seller Retirement Plan to be transferred to a Buyer Retirement Plan shall be determined in the same manner and consistent with the provisions of Section 5 hereof. Buyer shall cause the Buyer Retirement Plans to accept such transfers and to assume all plan liabilities relating to the Business Participants.
Sample 1
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Initial Transfer of Assets. Not later than 120 days after the -------------------------- Closing Date and subject to the requirements of Section 4.2(d) being satisfied, Seller shall cause an initial transfer of assets and liabilities from the Seller Pension Plan to the Buyer Pension Plan. The value of the assets of the Seller Pension Plan to be so transferred shall be at least 90 percent of an estimate of the "CAS Amount." The "CAS Amount" is defined as the assets allocated with respect to the Business Employees and Retired Business Employees under Seller's accounting procedures to implement the segment accounting requirements of Cost Accounting Standard CAS 413-50(c), and specifically CAS 413-50(c)(7). The CAS Amount so defined shall equal the sum of amounts attributable to each of the following five portions of the Seller Pension Plan (each, a "Heritage Plan"), as indicated in clauses (i), (ii), (iii), (iv) and (v) below:
Sample 1
Initial Transfer of Assets. (a) On the Closing Date, the Company shall transfer to Reinsurer (i) Policy loans, (ii) due and accrued premiums on the Policies, (iii) Investment Assets, and (iv) cash, having an aggregate value equal to the excess of General Account Statutory Reserves as of July 1, 1998 over the amount of goodwill attributable to the Business. For the purposes of this Section 6.01(a), the value of each of the items (other than cash) identified in the preceding sentence shall be the book value of such item as of June 30, 1998, as set forth on Schedule 6.01(a). The assets to be transferred pursuant to this Section 6.01(a) shall consist first of Policy loans and due and accrued premiums on the Policies and second of Investment Assets and cash; provided, that the amount of cash transferred shall be the minimum amount necessary (taking into account any inability to divide Investment Assets) to produce the correct value for transferred assets in accordance with this Section 6.01(a). The individual Investment Assets to be transferred shall be selected by the Company, but such selection shall be made with the goal of minimizing the amount of cash to be transferred to Reinsurer.
Sample 1

Related to Initial Transfer of Assets

  • Transfer of Assets Sell, transfer, lease, or otherwise dispose of any of its assets, except in the ordinary course of business.

  • No Transfer of Assets Neither Seller nor its Related Persons will make any transfer of pension or other employee benefit plan assets to Buyer.

  • Merger or Transfer of Assets The Trading Manager, Trading Company or the Trading Advisor may merge or consolidate with, or sell or otherwise transfer its business, or all or a substantial portion of its assets, to any entity upon written notice to the other parties.

  • Sale and Transfer of Assets Subject to the terms and conditions set forth in this Agreement, Seller agrees to sell, convey, transfer, assign, and deliver to Buyer, and Buyer agrees to purchase from Seller, all of Seller’s rights, title and interests in and to the Assets.

  • 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.

  • TRANSFER OF ASSETS OF THE ACQUIRED FUND TO THE ACQUIRING FUND IN EXCHANGE FOR THE ACQUIRING FUND SHARES, THE ASSUMPTION OF ALL ACQUIRED FUND LIABILITIES AND THE LIQUIDATION OF THE ACQUIRED FUND

  • 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).

  • Sale and Transfer of Assets Closing 2.1 ASSETS TO BE SOLD Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective as of the Effective Time, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller's right, title and interest in and to all of Seller's property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including the following (but excluding the Excluded Assets):

  • Sale or Transfer of Assets; Suspension of Business Operations The Borrower will not sell, lease, assign, transfer or otherwise dispose of (i) the stock of any Subsidiary, (ii) all or a substantial part of its assets, or (iii) any Collateral or any interest therein (whether in one transaction or in a series of transactions) to any other Person other than the sale of Inventory in the ordinary course of business and will not liquidate, dissolve or suspend business operations. The Borrower will not transfer any part of its ownership interest in any Intellectual Property Rights and will not permit any agreement under which it has licensed Licensed Intellectual Property to lapse, except that the Borrower may transfer such rights or permit such agreements to lapse if it shall have reasonably determined that the applicable Intellectual Property Rights are no longer useful in its business. If the Borrower transfers any Intellectual Property Rights for value, the Borrower will pay over the proceeds to the Lender for application to the Obligations. The Borrower will not license any other Person to use any of the Borrower’s Intellectual Property Rights, except that the Borrower may grant licenses in the ordinary course of its business in connection with sales of Inventory or provision of services to its customers.

  • Restriction on Transfer of Assets The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly, sell, lease, license, assign, transfer, spin-off, split-off, convey or otherwise dispose of any assets or rights of the Company or any Subsidiary owned or hereafter acquired whether in a single transaction or a series of related transactions, other than (i) sales, leases, licenses, assignments, transfers, conveyances and other dispositions of such assets or rights by the Company and its Subsidiaries in the ordinary course of business consistent with its past practice, (ii) sales of inventory and products in the ordinary course of business, (iii) sales of unwanted or obsolete assets, and (iv) sales for fair market value as determined in good faith by the Company’s board of directors.

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