Prior Transfers. It has made no prior assignment, sale, grant, pledge, conveyance, or other transfer of, and has not entered into any agreement to assign, sell, grant, pledge, convey or otherwise transfer, in whole or in part, any portion of its right, title, or interests in its Consenting Noteholder Claims or its voting rights with respect thereto.
Prior Transfers. Prior Transfers" has the meaning set forth in the Master Separation and Sale Agreement.
Prior Transfers. Old MTI has transferred to the Company ownership of all of the Intellectual Property (including the System and the Software) previously owned by Old MTI and not previously transferred to or owned by the Company.
Prior Transfers. 3 Section 1.17 Schlumberger Business........................................... 3 Section 1.18 Schlumberger Group.............................................. 3 Section 1.19 Schlumberger Patents............................................ 4 Section 1.20 Schlumberger Products........................................... 4 Section 1.21 Schlumberger Services........................................... 4 Section 1.22 Separation Date................................................. 4 Section 1.23 Subsidiary...................................................... 4 Section 1.24
Prior Transfers. Prior to the date of this Agreement or at such other time as set forth in this SECTION 2.1, as part of the reorganization of the operations of SCG as a stand alone business, the following transactions have been consummated:
(a) In connection with the transactions contemplated herein, Motorola assumed and agreed to perform, pay and discharge all liabilities and obligations of the Company arising on or prior to April 29, 1999 and that relate to activities the Company engaged in on or prior to April 29, 1999. Motorola and the Company executed and delivered the Assumption Agreement (the "MOTOROLA ASSUMPTION AGREEMENT"), a true and correct copy of which is attached hereto as EXHIBIT B, and incorporated by reference herein.
(b) Motorola contributed to the Company, free and clear of any Liens (other than Permitted Liens) such of the Purchased Assets owned by or held by Motorola and set forth on SCHEDULE 1.2(d) and certain intellectual property rights. In connection with the transactions referred to in this SECTION 2.1(b), Motorola and the Company executed and delivered (i) the transfer documents, true and correct copies of which are attached hereto as EXHIBIT C, and incorporated by reference herein (the "U.S. TRANSFER DOCUMENTS"); and (ii) the Intellectual Property Agreement.
(c) MIDC transferred, assigned, conveyed and delivered to Motorola the Terosil Stock, the Tesla Stock and the SEI Stock and upon consummation of such transfer by MIDC, Motorola contributed the Terosil Stock, the Tesla Stock and the SEI Stock to the capital of the Company, free and clear of any Liens. Upon the consummation of the contribution from Motorola of the Terosil Stock and the Tesla Stock, on or prior to the Effective Date the Company shall contribute the Terosil Stock and the Tesla Stock to Czech Holdings, free and clear of all Liens. Upon the consummation of the contribution from Motorola of the SEI Stock, on or prior to the Effective Date, the Company shall contribute the SEI Stock to SCILLC free and clear of all liens. In addition, MIDC transferred, assigned, conveyed and delivered to Motorola the MPI Stock, subject to any required approval of any Governmental Authority and receipt of a tax-free ruling from the Bureau of Internal Revenue of the Philippines, and upon consummation of such transfer by MIDC, Motorola will contribute the MPI Stock to the capital of the Company, free and clear of any Liens. In connection with the transactions contemplated by this SECTION 2.1(c), MIDC, M...
Prior Transfers. 8 ----------- --------------- Section 3.8 Property .................................................................................... 9 ----------- -------- Section 3.9 Relevant Leases ............................................................................. 9 ----------- --------------- Section 3.10 Separation Date ............................................................................. 9 ------------ --------------- Section 3.11
Prior Transfers. 3 ------------ --------------- Section 1.14 Quality Standards .................................... 3 ------------ ----------------- Section
Prior Transfers. Prior to the date of this Agreement or at such other --------------- time as set forth in this Section 2.1, as part of the reorganization of the operations of CPD as a stand-alone business, the following transactions have been or will be consummated:
(a) In connection with the transactions contemplated herein, AMD assumed and agreed to perform, pay and discharge all Liabilities and obligations of the Company arising on or prior to May 21, 2000 and that relate to activities the Company engaged in on or prior to May 21, 2000. AMD and the Company executed and delivered the Assumption Agreement (the "Assumption Agreement"), a true and correct copy of which is attached hereto as Exhibit A and incorporated --------- by reference herein.
(b) AMD contributed to the Company, free and clear of any Encumbrances (other than Permitted Encumbrances) such of the CPD Assets owned by or held by AMD and set forth on Schedule 2.1(b) hereto. In connection with the --------------- transactions referred to in this Section 2.1(b), AMD and the Company executed and delivered the transfer documents (the "Transfer Documents"), true and correct copies of which are attached hereto as Exhibit B and incorporated by --------- reference herein.
(c) The Company and AMD shall execute and deliver such other transfer documents as are necessary and appropriate to consummate the transactions contemplated in this Section 2.1.
Prior Transfers. The Parties hereto hereby expressly waive any breach of any of the Existing Shareholder Agreements by virtue of (a) the transfer by Royal Hawaiian Shopping Center, Inc. of its limited partnership interests in CILP to Kamehameha Activities Association; (b) the transfer by Court Square Capital, Limited of its limited partnership interests in CILP to Citicorp Venture Capital Ltd.; (c) the transfer by Communities LP Holdings, Inc. of all of its Equity Interests to Communities Finance Company ("CFC"); (d) the transfer by the stockholders of Investors of WCI, Inc. ("IWCI") of all of the outstanding stock of IWCI to Newco in exchange for Newco stock and the transfer of Newco stock to CILP; (e) the transfer by the limited partners of WCI Communities Limited Partnership ("WCI LP") of all of the limited partnership interests therein to Newco in exchange for Newco stock and the transfer by the holders thereof other than CILP of the Newco stock to CILP for CILP limited partnership interests; (f) the transfer of certain PIK Notes of CILP to CILP; (g) the transfer by CFC of all shares of stock owned by CFC in CIC to CIC in exchange for limited partnership interests in WCI LP and the transfer by CFC of all limited partnership interests owned by CFC in CILP to CILP in exchange for limited partnership interests; (h) the issuance by CIC and CILP to the
Prior Transfers. Other than the conveyance (including any security interest granted) to the Purchaser pursuant hereto, the Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Transferred Assets (other than any such pledge, assignment, sale, grant or conveyance that is no longer effective). The Seller has not authorized the filing of, and is not aware of, any financing statements against the Seller that include a description of collateral covering any Collateral Obligation sold by the Seller to the Purchaser other than any financing statement that has been terminated.
