Transfer and Assignment of Assets. The business of the Company is to develop infrared imaging systems for commercial market applications, including medical, security, and transportation applications. The assets and operations within the scope of the “Business” include the following: (1) the Company has licensing agreements with Kollsman Inc. for enhanced vision systems and with Recreational Vehicle Systems for recreational vehicle systems; and (2) the Company is currently negotiating an agreement with United Integrated Services for the sale of cameras for medical use; and (3) the Company has obtained a patent for “Infrared Security System” and has licensed the patent and associated intellectual property to the Subsidiary. On the terms and subject to the conditions herein expressed, the Company hereby sells, conveys, transfers, assigns, sets over and delivers to Subsidiary at the Time of Closing (as defined in Section 4.1), and Subsidiary assumes and accepts, all of the assets, rights and interests, tangible and intangible, of every kind, nature and description, then owned, possessed or operated by Company and used in the operation of the Business, wheresoever situate (collectively, the “Assets”), including without limitation the following:
Transfer and Assignment of Assets. On or prior to the Effective Time, but in any case prior to the Distribution, in accordance with the Plan of Reorganization:
Transfer and Assignment of Assets. On the terms and subject to the conditions herein expressed, the Company hereby sells, conveys, transfers, assigns, sets over and delivers to Operating Corp., and Operating Corp. assumes and accepts, all of the assets, rights and interests, tangible and intangible, of every kind, nature and description, now owned, possessed or operated by Company, wheresoever situate (collectively, the “Assets”), including without limitation the following:
Transfer and Assignment of Assets. On or prior to the Effective Time to the extent not already completed and unless otherwise provided in this Agreement, the Contribution Agreement or in any Ancillary Agreement, OSG shall, and OSG shall cause the applicable members of the OSG Group (in the case of Section 2.1(b)(i)) or the INSW Group (in the case of Section 2.1(b)(ii)), to contribute, assign, transfer, convey and deliver to:
(i) INSW, or the applicable members of the INSW Group, and INSW or such members of the INSW Group shall accept from OSG and the applicable members of the OSG Group, all of OSG’s and such OSG Group member’s respective direct or indirect right, title and interest in and to all INSW Assets held by OSG or a member of the OSG Group (including the delivery of all tangible embodiments of all INSW Intellectual Property); and
(ii) OSG, or the applicable members of the OSG Group, and OSG or such members of the OSG Group shall accept from INSW and the applicable members of the INSW Group, all of INSW’s and such INSW Group member’s respective direct or indirect right, title and interest in and to all OSG Assets held by INSW or a member of the INSW Group (including the delivery of all tangible embodiments of all Intellectual Property and Software other than the INSW Intellectual Property).
Transfer and Assignment of Assets. Effective at the Closing, Seller hereby grants, conveys, sells, transfers, assigns and delivers to Purchaser all of its right, title and interest in, to and under all of the Assets, including, but not limited to, the Assets referred to in Paragraphs 1.1.1 through 1.1.6 below. THE ASSETS ARE TRANSFERRED "AS IS," AND THE SELLER MAKES NO WARRANTY AS TO THE SUITABILITY OF THE ASSETS FOR ANY PARTICULAR PURPOSE.
Transfer and Assignment of Assets. The business of the Company is to develop a series of social and business networking community websites which will allow members to build online communities focused on shared interests, and to collaborate, share knowledge and team up with other members on projects relating to their common interest (the “Business”). The assets and operations within the scope of the “Business” include the following: the Company has reserved certain domain names which are variations of the domain name “xxxxxx.xxx,” such as “xxxxxxxxxxxx.xxx, and the Company has advertising contracts with certain parties. On the terms and subject to the conditions herein expressed, the Company hereby sells, conveys, transfers, assigns, sets over and delivers to Subsidiary at the Time of Closing (as defined in Section 4.1), and Subsidiary assumes and accepts, all of the assets, rights and interests, tangible and intangible, of every kind, nature and description, then owned, possessed or operated by Company and used in the operation of the Business, wheresoever situate (collectively, the “Assets”), including without limitation the following:
Transfer and Assignment of Assets. The “Business” includes four related segments, including the production of trade shows, the provision of private internet sourcing networks for the Company’s retail partners, the provision of a purchasing platform allowing US buyers to purchase merchandise produced overseas, and a logistics warehouse providing storage, shipping, and billing services for overseas manufacturers. On the terms and subject to the conditions herein expressed, Company hereby sells, conveys, transfers, assigns, sets over and delivers to Subsidiary at the Time of Closing (as defined in Section 4.1), and Subsidiary assumes and accepts, all of the assets, rights and interests, tangible and intangible, of every kind, nature and description, then owned, possessed or operated by Company and used in the operation of the Business, wheresoever situate (collectively, the “Assets”), including without limitation the following:
Transfer and Assignment of Assets. At least one day prior to the SharkNinja TopCo Contribution (it being understood that some of such Transfers may occur following the SharkNinja TopCo Contribution in accordance with Section 2.2(a) and Section 2.6), pursuant to the Conveyancing and Assumption Instruments and in connection with the Internal Reorganization Contribution and the Internal Reorganization Distribution: (i) SharkNinja and JS Global shall, and shall cause the applicable Asset Transferors to, transfer, contribute, distribute, novate, assign and/or convey or cause to be transferred, contributed, distributed, novated, assigned and/or conveyed (“Transfer”) to (A) the respective JS Global Asset Transferees, all of its and the applicable Asset Transferors’ right, title and interest in and to the JS Global Assets, and the applicable JS Global Asset Transferee shall accept from JS Global or SharkNinja and the applicable members of the JS Global Group or SharkNinja Group all of JS Global’s, SharkNinja’s and the other members of the JS Global Group’s or SharkNinja Group’s respective direct or indirect rights, title and interest in and to the applicable JS Global Assets, including all of the outstanding ordinary shares or other ownership interests, that are included in the JS Global Assets and (B) SharkNinja and/or the respective SharkNinja Asset Transferees, all of its and the applicable Asset Transferors’ right, title and interest
Transfer and Assignment of Assets. Assignor hereby grants. conveys, assigns and transfers to Assignee all of its right, title and interest in and to all of the Assets including, but not limited to, the following:
Transfer and Assignment of Assets. (a) Upon the terms and subject to the conditions of this Agreement, and effective as of the Closing Date, Primedica transfers to Metcare and Metcare acquires from Primedica, all of Primedica's right, title and interest in and to the assets listed on Schedule 1.1 to this Agreement (the "Assets"):
(b) In order to effectuate the assignment, transfer and conveyance contemplated by Section 1.1(a), simultaneously with the execution of this Agreement, and effective as of the Closing Date, Primedica is executing and delivering all instruments of assignment, transfer or conveyance (collectively, the "Conveyance Instruments") as Metcare reasonably deems necessary or appropriate to vest in or confirm to Metcare good, valid and marketable title to all of the Assets, free and clear of all liens, encumbrances, defects and claims of any kind ("Liens"). Notwithstanding anything contained in this Agreement, to the extent that any of the Assets would otherwise include any license, contract, agreement or other item (a "Restricted Asset") which requires the consent, approval or waiver of another party to the transfer of any Restricted Asset under this Agreement and all of these consents, approvals or waivers have not been obtained prior to the Closing with respect to that Restricted Asset, then: (i) only the claims, rights, benefits and obligations arising under that Restricted Asset and otherwise to be assigned and assumed under this Agreement shall be assigned and assumed as of the Closing Date; (ii) upon Metcare's request, Primedica shall cooperate with Metcare in Metcare's efforts to obtain those consents, approvals and waivers; and, (iii) upon the receipt of all necessary consents, approvals and waivers with respect to the Restricted Asset, that Restricted Asset shall automatically be deemed assigned and assumed to the extent it would have been assigned and assumed as of the Closing Date but for the lack of those consents, approvals and waivers.
