Common use of Transfer and Assumption Clause in Contracts

Transfer and Assumption. 2.1 Subject to completion of the Conditions Precedent and such other terms set forth in this Agreement, on the BTA Closing Date, the Transferor hereby irrevocably agrees to transfer, convey, grant, assign and deliver to the Transferee and the Transferee hereby agrees to acquire, assume receive and accept from the Transferor, free of all Encumbrances, all of the Transferor’s rights, title and interests in the Hotel Business Undertaking as a going concern on a Slump Sale basis free and clear of all Encumbrances (save and except as Disclosed), for a lump sum Consideration, such that upon Closing, the Transferee is entitled to exercise all rights, powers and authority for conducting and carrying on the Hotel Business Undertaking in its own name and for its sole benefit. 2.2 It is further clarified that the lump sum Consideration is a composite purchase consideration for the whole of the Hotel Business Undertaking, and no purchase consideration/independent values are being assigned to any Assets of the Hotel Business Undertaking or the Liabilities of the Hotel Business Undertaking, and the determination of value of any of the Assets of the Hotel Business Undertaking, or the Liabilities of the Hotel Business Undertaking, for the purposes of payment of stamp duty, registration fees or other similar Taxes or fees, shall not be regarded as assignment of values to individual assets or liabilities. 2.3 Notwithstanding anything to the contrary contained in this Agreement, the Transferee shall not assume or be liable for, or have any obligations or liabilities towards any assets and liabilities which do not form part of the Assets of the Hotel Business Undertaking, or the Liabilities of the Hotel Business Undertaking, as the case may be. 2.4 For U.S. federal income tax purposes only and to the extent applicable, the Parties agree that the final purchase price (and any other amounts treated as consideration for U.S. federal income tax purposes) shall be allocated among the assets in accordance with the rules under Section 1060 of the United States Internal Revenue Code of 1986, as amended, and the United States Treasury Regulations promulgated thereunder. The Transferee shall prepare such allocation. The Parties agree to act in accordance with the computations and allocations as determined by the Transferee pursuant to this Clause 2.4 in any relevant U.S. federal, state or local Tax Returns or filings.

Transfer and Assumption. 2.1 Subject to completion of the Conditions Precedent and such other terms set forth in this Agreement, on the BTA Closing Date, the Transferor hereby irrevocably agrees to transfer, convey, grant, assign and deliver to the Transferee and the Transferee hereby agrees to acquire, assume receive and accept from the Transferor, free of all Encumbrances, all of the ‘Transferor’s rights, title and interests in the Hotel Business Undertaking as a going concern on a Slump Sale basis free and clear of all Encumbrances (save and except as Discloseddisclosed), for a lump sum Consideration, such that upon Closing, the Transferee is entitled to exercise all rights, powers and authority for conducting and carrying on the Hotel Business Undertaking in its own name and for its sole benefit. 2.2 It is further clarified that the lump sum Consideration is a composite purchase consideration for the whole of the Hotel Business Undertaking, and no purchase consideration/independent values are being assigned to any Assets of the Hotel Business Undertaking or the Liabilities of the Hotel Business Undertaking, and the determination of value of any of the Assets of the Hotel Business Undertaking, or the Liabilities of the Hotel Business Undertaking, for the purposes of payment of stamp duty, registration fees or other similar Taxes or fees, shall not be regarded as assignment of values to individual assets or liabilities. 2.3 Notwithstanding anything to the contrary contained in this Agreement, the Transferee shall not assume or be liable for, or have any obligations or liabilities towards any assets and liabilities which do not form part of the Assets of the Hotel Business Undertaking, or the Liabilities of the Hotel Business Undertaking, as the case may be. 2.4 For U.S. federal income tax purposes only and to the extent applicable, the Parties agree that the final purchase price (and any other amounts treated as consideration for U.S. federal income tax purposes) shall be allocated among the assets in accordance with the rules under Section 1060 of the United States Internal Revenue Code of 1986, as amended, and the United States Treasury Regulations promulgated thereunder. The Transferee shall prepare such allocation. The Parties agree to act in accordance with the computations and allocations as determined by the Transferee pursuant to this Clause 2.4 in any relevant U.S. federal, state or local Tax Returns or filings.