Transfer of Acquired Assets; Risk of Loss Sample Clauses

Transfer of Acquired Assets; Risk of Loss. (a) Promptly following each applicable Closing Date, the Purchaser will (i) at the Purchaser’s cost and expense, prepare for relocation the Acquired Assets located at any facilities currently occupied by the Seller or any of its Affiliates which facilities are not to be purchased, assigned, subleased, transferred to or otherwise occupied by the Purchaser Group pursuant to this Agreement, the Lease/Sublease Agreements, the Joint Use & Occupancy Agreements or any other agreement entered into in connection with the Contemplated Transactions, or, if a third party facility, the contract for which is not an Assumed Contract (each such facility, an “Excluded Seller Facility”) and remove and relocate such Acquired Assets from the relevant Excluded Seller Facility, and (ii) be responsible for all data transfer (including from the Seller Group information databases, servers, or data infrastructure facilities), delivery, transmission and reformatting costs and expenses related to the transfer of the Acquired Assets; provided, however, each of the Purchaser and the Seller shall be responsible for one-half of any costs and expenses incurred by the Purchaser or the Seller in connection with any actions reasonably required by a third party to remove Business Confidential Information or Seller Confidential Information, as applicable, in connection with the transfer of data referred to in clause (ii). Subject to the provisions hereof, the Seller agrees to cooperate, and agrees to cause the other members of the Seller Group to cooperate, with the Purchaser Group and provide the Purchaser Group all assistance reasonably requested by the Purchaser in connection with the MASTER ACQUISITION AGREEMENT planning and implementation of the removal and relocation of any Acquired Assets or any portion of any of them to such location as the Purchaser will designate. The Acquired Assets will be transported by or on behalf of the Purchaser, and until all of the Acquired Assets are removed from an Excluded Seller Facility, the Seller will permit, and will cause its Affiliates to permit, the Purchaser and its authorized Representatives, upon reasonable prior notice, to have reasonable access to such Excluded Seller Facility during normal business hours to the extent necessary to disconnect, detach, remove, package and crate the Acquired Assets for transport. The Purchaser will be responsible for (A) disconnecting and detaching all fixtures and equipment that are Acquired Assets from the ro...
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Transfer of Acquired Assets; Risk of Loss. (a) The Sellers shall cause any Encumbrances on the Acquired Assets (other than Permitted Encumbrances on Acquired Assets other than the Acquired Company Shares) to be released, discharged and terminated in full prior to the applicable Closing, and shall deliver to the Purchaser all of the Acquired Assets free and clear of any such Encumbrances (other than Permitted Encumbrances on Acquired Assets other than the Acquired Company Shares).
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Related to Transfer of Acquired Assets; Risk of Loss

  • Transfer of Acquired Assets At the Closing, Seller is transferring and shall transfer to Buyer, and the Transaction Agreements are effective to vest in Buyer, good, valid and indefeasible or marketable, fee simple or leasehold, as applicable, title to the Acquired Assets, free and clear of all Liens, other than Permitted Liens.

  • Transferred Assets (a) As of the Effective Time (as defined in Section 2.1) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interests of Seller in the following assets associated with the Banking Centers and identified in this Agreement and the Schedules and Exhibits hereto, and not otherwise excluded pursuant to the provisions of Subsection 1.1(b):

  • Title; Risk of Loss Title to and risk of loss of the deliverables shall pass to the City only when the City actually receives and accepts the deliverables.

  • Acquired Assets 11 Upon the terms and subject to the conditions set forth in this Agree- ment, at the Closing Seller shall sell, assign, transfer, convey and deliver to Buyer free and clear of all Liens, and Buyer shall purchase, acquire and take assignment and delivery of, all right, title and interest of Seller in and to the Acquired Assets, including the following:

  • 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, 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 but not limited to the following (but excluding the Excluded Assets):

  • Title and Risk of Loss Notwithstanding the form of shipment, title or other property interest, risk of loss shall not pass from the Contractor to the Authorized User until the Products have been received, inspected and accepted by the receiving entity. Acceptance shall occur within a reasonable time or in accordance with such other defined acceptance period as may be specified in the Bid Specifications or Purchase Order. Mere acknowledgment by Authorized User personnel of the delivery or receipt of goods (e.g., signed xxxx of lading) shall not be deemed or construed as acceptance of the Products received. Any delivery of Product that is substandard or does not comply with the Bid Specifications or Contract terms and conditions, may be rejected or accepted on an adjusted price basis, as determined by the Commissioner.

  • Purchased Assets Subject to the terms and conditions of this Agreement, at the Closing, each Seller shall sell, convey, assign, transfer and deliver to the Buyer, and the Buyer shall purchase, free and clear of all Encumbrances, all right, title and interest of such Seller in and to the following Assets (collectively, the “Purchased Assets”):

  • Transfer of Purchased Assets At each exercise of the Asset Purchase Option by Party A:

  • 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.

  • 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 (or a wholly-owned subsidiary of Buyer), and Buyer agrees to purchase from Seller, all the assets, properties, and business of Seller used in the Business of every kind, character, and description, whether tangible, intangible, real, personal, or mixed, and wherever located, all of which are collectively referred to herein as the “Purchased Assets", including but not limited to, the following:

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