Transfer of Assets. (a) At the Effective Time, upon the terms and subject to the conditions set forth in this Agreement, the Company shall convey, assign and transfer (and hereby conveys, assigns and transfers) to Newco, and Newco will (and hereby does) acquire and accept from the Company, all right, title and interest in and to all of the assets of the Company, other than the Retained Assets (collectively, the “Transferred Assets”), which Transferred Assets include all of the Company’s right, title and interest in and to the following assets:
(i) the Transferred Intellectual Property;
(ii) the Transferred Contracts;
(iii) the Transferred Tangible Assets;
(iv) the Transferred Other Intangibles;
(v) the Transferred Books and Records;
(vi) together with all income, damages, royalties, and payments due or payable as of the Effective Date or thereafter relating to the Transferred Intellectual Property (including damages and payments for past or future infringements or misappropriations thereof), all claims and rights of action accrued and to accrue under and by virtue thereof, including remedies against infringements or misappropriations relating to Transferred Intellectual Property (including the right to xxx and recover damages for any past infringement or misappropriations thereof) and any and all other rights that now or hereafter may arise or be secured under the laws of any jurisdiction, with respect to any item within the Transferred Intellectual Property (including Intellectual Property Rights in the Transferred Know-How); and
(vii) all other rights, claims, causes of action and credits, including all guarantees, warranties, indemnities, rights of set-off and similar rights, in favor of the Company relating to any of the foregoing Transferred Assets or any Assumed Liability.
(b) NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THE TRANSFERRED ASSETS AND LICENSES ARE BEING ASSIGNED, TRANSFERRED AND CONVEYED TO NEWCO “AS IS,” “WHERE IS” AND “WITH ALL FAULTS,” WITH ANY LIENS ON SUCH ASSETS AND LICENSES THAT EXIST ON THE CLOSING DATE, WITH NO REPRESENTATIONS OR WARRANTIES AS TO MERCHANTABILITY OR FITNESS OF USE OF ANY TRANSFERRED ASSET OR LICENSE, OR AS TO REGISTERABILITY, VALIDITY OR ENFORCEABILITY OF ANY OF THE TRANSFERRED INTELLECTUAL PROPERTY RIGHTS. NEITHER THE COMPANY NOR ANY OF ITS AFFILIATES IS MAKING ANY REPRESENTATION OR WARRANTY ON BEHALF OF THE COMPANY OF ANY KIND OR NATURE WHATSOEVER, ORAL OR WRITTEN, EXPRESS OR IMPLIED, WITH RESPECT TO THE TRANSFERRED ...
Transfer of Assets. Sell, transfer, lease, or otherwise dispose of any of its assets, except in the ordinary course of business.
Transfer of Assets. Upon the terms and subject to the conditions contained herein, at the Closing, Seller will sell, convey, transfer, assign and deliver to Buyer free and clear of any Encumbrance (other than Assumed Liabilities), and Buyer will acquire from Seller, the Assets.
Transfer of Assets i. The selected bidder may continue work on the assets for the duration of the exit management period which may be a six months period from the date of expiry or termination of the agreement, if required by RISL to do so. During this period, the selected bidder will transfer all the assets in good working condition and as per the specifications of the bidding document including the ones being upgraded to the department/ designated agency. The security deposit/ performance security submitted by selected bidder will only be returned after the successful transfer of the entire project including its infrastructure.
ii. The selected bidder, if not already done, will transfer all the Software Licenses under the name of the department as desired by the procuring entity during the exit management period.
iii. RISL during the project implementation phase and the operation and management phase shall be entitled to serve notice in writing to the selected bidder at any time during the exit management period requiring the selected bidder to provide DoIT&C or its nominated agencies with a complete and up-to-date list of the assets within 30 days of such notice.
iv. Upon service of a notice, as mentioned above, the following provisions shall apply: -
a. In the event, if the assets which to be transferred to RISL mortgaged to any financial institutions by the selected bidder, the selected bidder shall ensure that all such liens and liabilities have been cleared beyond any doubt, prior to such transfer. All documents regarding the discharge of such lien and liabilities shall be furnished to RISL or its nominated agencies.
b. All title of the assets to be transferred to RISL or its nominated agencies pursuant to clause(s) above shall be transferred on the last day of the exit management period. All expenses occurred during transfer of assets shall be borne by the selected bidder.
c. That on the expiry of this clause, the selected bidder and any individual assigned for the performance of the services under this clause shall handover or cause to be handed over all confidential information and all other related material in its possession, including the entire established infrastructure supplied by selected bidder to RISL.
d. That the products and technology delivered to RISL during the contract term or on expiry of the contract duration should not be sold or re-used or copied or transferred by selected bidder to other locations apart from the locations mentioned in the this bi...
Transfer of Assets. At the Closing, the Subsidiaries will sell, convey, transfer and assign, as appropriate, to Compuware, free and clear of all Liens (other than Permitted Liens), and Compuware will purchase, all rights, title and interest in and to the assets (tangible and intangible) and rights of the Subsidiaries related to the Business (collectively referred to herein as the "Assets"), including the Subsidiaries' rights, title and interest in and to the following:
(a) All notes and accounts receivable of the Business as of the Closing Date, which notes and accounts receivable will be listed on Schedule 2.1(a) to this Agreement to be delivered as provided in Section 2.5 below;
(b) All prepaid and similar items, including all prepaid expenses, advance payments, security deposits, employee travel and expense advances and other prepaid items of the Business as of the Closing Date, which items will be listed on Schedule 2.1(b) to this Agreement to be delivered as provided in Section 2.5 below;
(c) All owned personal property, including all computer equipment and systems, software, materials, furniture, office equipment, cars, trucks and other vehicles of the Business as of the Closing Date, which items will be listed on Schedule 2.1(c) to this Agreement;
(d) All supplier lists and all orders, contracts and commitments for the purchase of goods or services listed on Schedule 2.1(d) to this Agreement;
(e) All purchase orders, license agreements (including any with respect to licensed Proprietary Rights), maintenance agreements, leases, contracts (including those described in Section 4.6(h)) and commitments listed on Schedule 2.1(e) to this Agreement (the Assets described in items (d) and (e) of this Section 2.1 being collectively referred to as the "Contracts");
(f) All licensed or owned Proprietary Rights, and the goodwill associated therewith, whether such Proprietary Rights with respect to software are released or unreleased, and whether such Proprietary Rights with respect to software are embodied in a current, prior or future version of such software, including those described on Schedule 2.1(f) to this Agreement;
(g) All permits, franchises, licenses, bonds, approvals, qualifications and the like issued by any government or governmental unit, agency, board, body or instrumentality, whether foreign, federal, state or local and all applications therefor pertaining to the Business, all to the extent assignable, listed on Schedule 2.1(g) to this Agreement;
(h) All business bo...
Transfer of Assets. Notwithstanding any other provision of this Agreement or any other Loan Document, Borrower shall not, nor shall it permit any of its Subsidiaries to, sell, lease, transfer, assign or otherwise dispose of any interest in any properties or assets (other than obsolete fixed assets or excess fixed assets no longer needed in the conduct of the business in the ordinary course of business and sales of Inventory in the ordinary course of business), or agree to do any of the foregoing at any future time, except that:
(a) Borrower may lease or sublease (as lessor or sub-lessor) real or personal property pursuant to a true lease not constituting Indebtedness and not entered into as part of a sale and leaseback transaction, in each case in the ordinary course of business and which could not reasonably be expected to result in a Material Adverse Effect.
(b) Borrower may arrange for warehousing, fulfillment or storage of Inventory at locations not owned or leased by Borrower, in each case in the ordinary course of business;
(c) Borrower may license or sublicense Intellectual Property to third parties in the ordinary course of business; provided, that, such licenses or sublicenses shall not interfere with the business or other operations of Borrower; and
(d) Borrower may consummate such other sales or dispositions of property or assets in excess of $50,000 (including any sale or transfer or disposition of all or any part of its assets and thereupon and within one year thereafter rent or lease the assets so sold or transferred) only to the extent prior written notice has been given to Lender and to the extent Lender has given its prior written consent thereto, subject in each case to such conditions as may be set forth in such consent.
Transfer of Assets. 7.4.1 Wherever required by this Section 7, AT&T-21STATE’s consent shall be conditioned upon receipt of payment for all outstanding charges associated with any assets transferred from or to CLEC, pursuant to this Agreement.
7.4.2 CLEC acknowledges that CLEC may be required to tender additional assurance of payment to AT&T- 21STATE, as a result of any assignment, acquisition or transfer of assets, pursuant to this Agreement, if requested by AT&T-21STATE.
7.4.3 CLEC may not process any LSRs or ASRs, against any acquired assets, until those assets have been transferred to the Company Codes used by CLEC, pursuant to this Agreement. Once transferred, CLEC agrees to assume all responsibilities, liabilities, and obligations pertaining to those assets.
Transfer of Assets. (a) Silicon Graphics hereby assigns, ------------------ transfers, conveys and delivers to the Company as of the Closing Date, and agrees to cause each of its subsidiaries to assign, transfer, convey and deliver to the Company as of the Closing Date, and the Company hereby accepts from Silicon Graphics and such subsidiaries as of the Closing Date, all of Silicon Graphics' and such subsidiaries' respective right, title and interest in or under the following (the "Company Assets"): --------------
(i) all Tangible Personal Property, including, without limitation, the Tangible Personal Property listed on Schedule 2.1(a)(i);
(ii) all Inventory, including, without limitation, the Inventory listed on Schedule 2.1(a)(ii);
(iii) all Receivables, including, without limitation, all Receivables listed on Schedule 2.1(a)(iii);
(iv) all books of account, general, financial and tax records, invoices, shipping records, supplier lists, correspondence and other documents, records and files exclusively relating to the Company Business, and all personnel records of persons employed by Silicon Graphics that become employees of the Company as of the Separation Date or thereafter;
(v) the goodwill of Silicon Graphics exclusively relating to the Company Business;
(vi) all of the Owned Intellectual Property and the Licensed Intellectual Property that is to be transferred pursuant to the agreements listed on Schedule 2.1(a)(vi) to the extent provided therein;
(vii) all of the Company Contracts;
(viii) all claims, causes of action, choses in action, rights of recovery and rights of set-off of any kind (including rights to insurance proceeds and rights under and pursuant to all warranties, representations and guarantees made by suppliers of products, materials or equipment, or components thereof), pertaining to, arising out of, and enuring to the benefit of Silicon Graphics which relate exclusively to the Company Business;
(ix) all sales and promotional literature, customer lists and other sales-related materials owned, used, associated with or employed by Silicon Graphics relating exclusively to the Company Business, including, without limitation, the materials listed on Schedule 2.1(a)(ix);
(x) all municipal, state and federal franchises, permits, licenses, agreements, waivers, exemptions, approvals and authorizations held or used by Silicon Graphics in connection with, or required for, the Company Business, to the extent transferable, including, without limitation, the permits lis...
Transfer of Assets. (a) Subject to the terms and conditions of this Agreement, including those set forth in Section 12.2, on or prior to the Relevant Time and to the extent not already completed (and it being understood that some of such Transfers may occur following the date hereof and prior to the applicable Relevant Time):
(i) RRD shall, on behalf of itself and its Subsidiaries, as applicable, transfer, contribute, assign and convey or cause to be transferred, contributed, assigned and conveyed (“Transfer”) to (A) LSC, or another member of the LSC Group, all of its and its Subsidiaries’ right, title and interest in and to the LSC Assets and (B) Donnelley Financial, or another member of the Donnelley Financial Group, all of its and its Subsidiaries’ right, title and interest in and to the Donnelley Financial Assets;
(ii) LSC shall, on behalf of itself and its Subsidiaries, as applicable, Transfer to (A) RRD, or another member of the RRD Group, all of its and its Subsidiaries’ right, title and interest in and to the RRD Retained Assets, and (B) Donnelley Financial, or another member of the Donnelley Financial Group, all of its and its Subsidiaries’ right, title and interest in and to the Donnelley Financial Assets; and
(iii) Donnelley Financial shall, on behalf of itself and its Subsidiaries, as applicable, Transfer to (A) RRD, or another member of the RRD Group, all of its and its Subsidiaries’ right, title and interest in and to the RRD Retained Assets, and (B) LSC, or another member of the LSC Group, all of its and its Subsidiaries’ right, title and interest in and to the LSC Assets.
Transfer of Assets. At or prior to the Distribution (it being understood that some of such Transfers may occur following the Separation Time in accordance with Section 2.2(a) and Section 2.6), pursuant to the Conveyance and Assumption Instruments and in connection with the Contribution:
(i) Air Products shall, or shall cause the applicable Asset Transferors to, transfer, contribute, distribute, assign and/or convey or cause to be transferred, contributed, distributed, assigned and/or conveyed (“Transfer”) to (A) the respective Air Products Asset Transferees, all of the applicable Asset Transferors’ direct or indirect right, title and interest in and to the Air Products Retained Assets and (B) Versum and/or the respective Versum Asset Transferees, all of its and the applicable Asset Transferors’ direct or indirect right, title and interest in and to the Versum Assets, and the applicable Air Products Asset Transferees and Versum Asset Transferees shall accept from Air Products and the applicable members of the Air Products Group, all of Air Products’ and the other members’ of the Air Products Group’s respective direct or indirect rights, title and interest in and to the applicable Assets, including all of the outstanding shares of capital stock or other ownership interests.
(ii) Any costs and expenses incurred after the Separation Time to effect any Transfer contemplated by this Section 2.2(b) (including any transfer effected pursuant to Section 2.6) shall be paid by the Parties as set forth on Schedule 10.5. Other than costs and expenses incurred in accordance with the foregoing, nothing in this Section 2.2(b) shall require any member of any Group to incur any material obligation or grant any material concession for the benefit of any member of any other Group in order to effect any transaction contemplated by this Section 2.2(b).
