Transfer of Acquired Assets and Assumption of Assumed Liabilities Sample Clauses

Transfer of Acquired Assets and Assumption of Assumed Liabilities. (a) At the Closing, the sale, transfer, assignment, conveyance and delivery of the Acquired Assets (other than the Assumed Contracts) shall be effected pursuant to a xxxx of sale and assignment in a form mutually agreeable to the Parties (the "Xxxx of Sale").
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Transfer of Acquired Assets and Assumption of Assumed Liabilities. At or prior to 12:01 a.m. on the Distribution Date, Splitco shall assume the Covered Employee Liabilities in accordance with the provisions of Section 11.3.
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Transfer of Acquired Assets and Assumption of Assumed Liabilities. (a) On the terms and conditions contained in, and subject to the terms of, this Agreement, the Sale Order and the Confirmation Order, at the Closing Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase from Seller all of Seller’s right, title and interest, as of the Closing, in and to the Acquired Assets and Assumed Contracts, free and clear of any Claims, Interests or Encumbrances other than Permitted Encumbrances. In consideration for the sale and transfer of the Acquired Assets, Purchaser shall assume, pay, perform and discharge when due the Assumed Liabilities and shall pay to or on behalf of Seller as set forth herein, the sum of:
Sample 1
Transfer of Acquired Assets and Assumption of Assumed Liabilities. Newco and Parent acknowledge and agree that Company may transfer and assign the Acquired Assets to LLC, and LLC may assume the Assumed Liabilites of Company, on or before March 31, 1999 (the "Transfer"). Company and LLC agree that, upon consummation of the Transfer, (i) LLC will become liable for all obligations, covenants and agreements of Company, and responsible for the accuracy of the representations and warranties of Company, under this Agreement. Consummation of the Transfer will not release Company from its duty to perform its obligations or fulfill its agreements and covenants, or to ensure the accuracy of its representations or warranties, under this Agreement. However, if an obligation, agreement or convenant of Company can only be performed by LLC following the Transfer, the text of this Agreement shall be deemed modified to so reflect, and Company's obligation, agreement or covenant will be automatically converted into an obligation to ensure that LLC performs the specific obligation, agreement or covenant. If the Transfer is consummated, LLC shall make the same representations and warranties as Company, but such representations and warranties will deemed modified to the extent necessary to reflect that it is a limited liability company and not a corporation.
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Related to Transfer of Acquired Assets and Assumption of Assumed Liabilities

  • Assumption of Assumed Liabilities Buyer hereby assumes and agrees to honor, pay and discharge when due the Assumed Liabilities.

  • Transfer of Assets and Assumption of Liabilities (a) On or prior to the Effective Time, but in any case prior to the Distribution, in accordance with the Plan of Reorganization:

  • Transfer of Assets; Assumption of Liabilities (a) Prior to the Distribution, Pinnacle shall effect the steps of the plan and structure set forth on Schedule 2.1(a) (such plan and structure being referred to herein as the “Plan of Reorganization”), including:

  • Purchase and Sale of Assets Assumption of Liabilities 8 2.1 Purchase and Sale of Assets 8 2.2 Excluded Assets 10 2.3 Assumption of Liabilities 11 2.4 Excluded Liabilities 12 2.5 Further Conveyances and Assumptions; Consent of Third Parties 12 2.6 Purchase Price Allocation 13

  • Assignment and Assumption of Contracts Two (2) counterpart originals of the Assignment and Assumption of Contracts, duly executed by Seller.

  • Transfer of Assets and Liabilities On the Effective Date, the rights, privileges, powers and franchises, both of a public as well as of a private nature, of each of the Constituent Corporations shall be vested in and possessed by the Surviving Corporation, subject to all of the disabilities, duties and restrictions of or upon each of the Constituent Corporations; and all and singular rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, of each of the Constituent Corporations, and all debts due to each of the Constituent Corporations on whatever account, and all things in action or belonging to each of the Constituent Corporations shall be transferred to and vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest, shall be thereafter the property of the Surviving Corporation as they were of the Constituent Corporations, and the title to any real estate vested by deed or otherwise in either of the Constituent Corporations shall not revert or be in any way impaired by reason of the Merger; provided, however, that the liabilities of the Constituent Corporations and of their shareholders, directors and officers shall not be affected and all rights of creditors and all liens upon any property of either of the Constituent Corporations shall be preserved unimpaired, and any claim existing or action or proceeding pending by or against either of the Constituent Corporations may be prosecuted to judgment as if the Merger had not taken place except as they may be modified with the consent of such creditors and all debts, liabilities and duties of or upon each of the Constituent Corporations shall attach to the Surviving Corporation, and may be enforced against it to the same extent as if such debts, liabilities and duties had been incurred or contracted by it.

  • Assumed Liabilities Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge only the following Liabilities of Seller (collectively, the “Assumed Liabilities”), and no other Liabilities:

  • Payoffs and Assumptions The Seller shall provide to the Purchaser, or its designee, copies of all assumption and payoff statements generated by the Seller on the related Mortgage Loans from the related Cut-off Date to the related Transfer Date.

  • Assignment and Assumption of Liabilities Seller hereby assigns to Split-Off Subsidiary, and Split-Off Subsidiary hereby assumes and agrees to pay, honor and discharge all debts, adverse claims, liabilities, judgments and obligations of Seller as of the Effective Time, whether accrued, contingent or otherwise and whether known or unknown, including those arising under any law (including the common law) or any rule or regulation of any Governmental Entity or imposed by any court or any arbitrator in a binding arbitration resulting from, arising out of or relating to the assets, activities, operations, actions or omissions of Seller, or products manufactured or sold thereby or services provided thereby, or under contracts, agreements (whether written or oral), leases, commitments or undertakings thereof, but excluding in all cases the obligations of Seller under the Transaction Documentation (all of the foregoing being referred to herein as the “Assigned Liabilities”). The assignment and assumption of Seller’s assets and liabilities provided for in this Article I is referred to as the “Assignment.”

  • No Assumed Liabilities Buyer will not assume any liabilities of ---------------------- Seller or Seller's Operations.

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