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.
Transfer of Assets and Liabilities. (a) On the terms and subject to the conditions set forth in this Agreement and with effect as of the Contribution Date, Yellow hereby contributes, assigns, transfers, conveys and delivers to SCST, and shall cause its applicable Subsidiaries to contribute, assign, transfer, convey and deliver to SCST or a member of the SCST Group, all of Yellow's and such applicable Subsidiaries' respective rights, title and interest in and to the assets set forth in paragraph 2.1 of the Disclosure Letter (the "Contributed Assets"). SCST, or the appropriate member of the SCST Group, hereby accepts from Yellow and its Subsidiaries the Contributed Assets.
(b) On the terms and subject to the conditions set forth in this Agreement and with effect as of the Contribution Date, SCST hereby accepts, assumes and agrees faithfully to perform, discharge and fulfill all the liabilities set forth in paragraph 2.1 of the Disclosure Letter (the "Contributed Liabilities") in accordance with their respective terms, and agrees to cause its applicable Subsidiaries to accept, assume, perform, discharge and fulfill all the Contributed Liabilities to be held by its Subsidiaries in accordance with their respective terms. SCST shall thereafter be responsible for all Contributed Liabilities, regardless of
(i) when or where such liabilities arose or arise, (ii) whether the facts on which they are based occurred prior to or subsequent to the date hereof, (iii) where or against whom such liabilities are asserted or determined (including without limitation any liabilities arising out of claims made by Yellow's or SCST's respective directors, officers, employees, agents, Subsidiaries or Affiliates against any member of the Yellow Group or the SCST Group), (iv) whether such liabilities were asserted or determined prior to the date hereof, and (v) whether such liabilities arise from or are alleged to arise from negligence, recklessness, violation of law, fraud or misrepresentation by any member of the Yellow Group or the SCST Group or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates.
(c) In the event that at any time or from time to time (whether prior to or after the Contribution Date), any party hereto (or any member of such party's respective Group) shall receive or otherwise possess any asset that is allocated to any other Person pursuant to this Agreement, such party shall promptly transfer, or cause to be transferred, such asset to the Person so entitled the...
Transfer of Assets and Liabilities. 5.01. 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 Merging Entities shall be vested in and possessed by the Surviving Entity subject to all the disabilities, duties and restrictions of or upon each of the Merging Entities. All the rights, privileges, powers and franchises of each of the Merging Entities, and all property, real, personal and mixed, and all debts due to each of the Merging Entities on whatever account, as well as for stock subscriptions and all things in action or belonging to each of the Merging Entities shall be transferred to and vested in the Surviving Entity. All property, rights, privileges, powers and franchises, and all and every other interest, shall be thereafter the property of the Surviving Entity as much as they were of the Merging Entities, and the title to any real estate vested by deed or otherwise in either of the Merging Entities shall not revert or be in any way impaired by reason of the Merger. However, all rights of creditors and all liens upon any property of either of the Merging Entities shall be preserved unimpaired, and all debts, liabilities and duties of each of the Merging Entities shall attach to the Surviving Entity and may be enforced against it to the same extent as if such debts, liabilities and duties had been incurred or contracted by it.
5.02. The parties hereto agree that from time to time and as and when requested by the Surviving Entity, or by its successors or assigns, to the extent permitted by law, the officers and directors of epix and of the Surviving Entity are fully authorized in the name of epix or otherwise to execute and deliver all such deeds, assignments, confirmations, assurances and other instruments and to take or cause to be taken all such further action as the Surviving Entity may deem necessary or desirable in order to vest, perfect, confirm in or assure the Surviving Entity title to and possession of all of said property, rights, privileges, powers and franchises and otherwise to carry out the intent and purpose of this Agreement.
Transfer of Assets and Liabilities. 3.1 In the process of streamlining of the corporate structure and rationalization of manpower, the office facilities which become excessive or assets with low return shall be transferred by HARC, First Supply and Second Supply to Farming Bureau together with the corresponding liabilities. The parties involved shall enter into a separate agreement to govern the transfer of assets, liabilities and staff. A sample of the "Assets and Staff Transfer Agreement" is shown as an Exhibit.
3.2 All parties in this Agreement shall ensure that the transfer of assets and liabilities, as shown in the Statement of Assets and Liabilities, to Farming Bureau pursuant to the Assets and Staff Transfer Agreement entered into between the Transferors and Farming Bureau will follow all the legal procedures. Farming Bureau shall acquire all the assets and assume all liabilities transferred.
3.3 Apart from the assumption of the responsibilities and obligations of the liabilities corresponding to the assets transferred, Farming Bureau shall not bear any other responsibilities and obligations that arises before the transfer and which should be borne by the Transferors.
3.4 The transfer methods for all kinds of assets and liabilities shall follow all the legal procedures and comply with all legal requirements.
3.5 The value of the net assets transferred shall be based on the fair value as of the Base Date. Those fair values shall be determined by an independent valuers jointly employed by the parties in this Agreement.
3.6 Farming Bureau shall be responsible for the recovery of all the accounts receivable. If necessary, the Transferors shall provide any assistance and records for the collection of the accounts receivable. All the costs and expenses incurred thereon by the Transferors shall be borne by Farming Bureau.
3.7 Except for those disputes which have already been disclosed to Farming Bureau, the Transferors shall be responsible for all the losses and expenses for any disputes with third parties on the rights of ownership of the transferred assets, if the disputes are related to the events occurred and conditions existing before the Base Date which the Farming Bureau are not accountable. Any such losses incurred by Farming Bureau thereon shall also be compensated by the Transferors. If the disputes are related to the events occurred after the Base Date which are not the responsibilities of HARC, then Farming Bureau shall be solely accountable and should bear all the expenses and l...
Transfer of Assets and Liabilities. As of the Distribution Date, the Columbia Pension Plan shall assume all liabilities with respect to all Business Employees under the NiSource Pension Plans (and any survivor or beneficiary of a Deceased Business Employee who is entitled to a benefit under the NiSource Pension Plans immediately prior to the Distribution Date) and neither NiSource nor any of its Affiliates shall retain any such liabilities. On the Distribution Date, NiSource shall cause to be transferred from the NiSource Master Retirement Trust (the “NiSource DB Master Trust”) to the trust established for the Columbia Pension Plan (the “Columbia Pension Trust”) an initial amount of assets (the “Initial Transfer Amount”) in funds that are immediately available funds under the NiSource DB Master Trust, which such amount shall be equal to 75% of the amount the actuary engaged by the NiSource Pension Plans determines in good faith to be a reasonable estimate of the amount of assets to be transferred as of the Distribution Date for all Business Employees (and all survivors and beneficiaries of Deceased Business Employees) with accrued benefits under the NiSource Pension Plans in accordance with Section 414(l) of the Code and Section 4044 of ERISA. As soon as administratively practicable after the Distribution Date, the actuary engaged by the NiSource Pension Plans shall determine the final amount of assets to be transferred as of the Distribution Date for all Business Employees (and all survivors and beneficiaries of Deceased Business Employees) with accrued benefits under the NiSource Pension Plans in accordance with Section 414(l) of the Code and Section 4044 of ERISA (the “Final Transfer Amount”). As soon as administratively practicable after the later to occur of (i) the date the Final Transfer Amount is determined and (ii) the expiration of the waiting period prescribed by Section 6058(b) of the Code, the NiSource Parties shall direct the trustee of the NiSource DB Master Trust to transfer the Final Transfer Amount in funds that are immediately available funds under the NiSource DB Master Trust to the trustee of the Columbia Pension Trust. The Final Transfer Amount shall be reduced (i) by the Initial Transfer Amount, (ii) as necessary to reflect benefit payments made from the NiSource DB Master Trust on behalf of any Business Employees (or any survivors or beneficiaries of Deceased Business Employees), which such payments are effective as of the Distribution Date or any other date between t...
Transfer of Assets and Liabilities. Subject to the terms and conditions set forth herein, on the Closing Date (as hereafter defined), the Moderate Fund shall transfer all of its assets to the Conservative Fund. In exchange therefor, the Conservative Fund shall assume all of the liabilities of the Moderate Fund and deliver to the Moderate Fund a number of “A Shares” and “Institutional Shares” of the Conservative Fund which is equal to (i) the aggregate net asset value attributable to each such Class of shares of the Moderate Fund at the close of business on the day preceding the Closing Date, divided by (ii) the net asset value per share of such Class of shares of the Conservative Fund outstanding at the close of business on the day preceding the Closing Date.
Transfer of Assets and Liabilities. (1) As soon as practicable after the Distribution Date, the actuary engaged by the Dxxx Pension Plan (the “Dxxx Actuary”) shall determine, subject to the agreement of the actuary engaged by the TreeHouse Pension Plan (the “TreeHouse Actuary”) (which agreement shall not be unreasonably withheld), the present value of benefits on a termination basis, as of the Distribution Date, for Business Employees with an accrued benefit under the Dxxx Pension Plan in accordance with section 414(l) of the Code and the general rule set forth in Treasury Regulations § 1.414(l)-1(n)(1) and by applying standards set forth in regulations prescribed by the Pension Benefit Guaranty Corporation (the “PBGC”) (the “Transfer Amount”).
(2) As soon as practicable after the expiration of the thirty (30) day waiting period prescribed by section 6058(b) of the Code (which TreeHouse and Dxxx shall take all action to commence promptly), Dxxx shall direct the trustee of the Dxxx Pension Plan to transfer the Transfer Amount in immediately available funds to the trustee of the TreeHouse Pension Plan according to a procedure agreed to by the Dxxx Actuary and the TreeHouse Actuary. Such procedure may provide that such transfer may be accomplished in two or more portions on two or more different dates.
(3) During the period beginning on the Distribution Date and ending on the actual date of delivery of the Transfer Amount (or any portion thereof) (the “Transfer Date”), the trustee of the Dxxx Pension Plan shall hold the Transfer Amount under the TreeHouse Pension Plan and the Transfer Amount (or any portion thereof not yet transferred) shall be credited with earnings, from the Distribution Date to the Transfer Date of such portion, at a rate equal to the actual rate of return of the assets of the Dxxx Pension Plan, including any portion of the Transfer Amount not yet transferred, for the period beginning on the Distribution Date and ending on the Transfer Date of such portion.
(4) The Transfer Amount shall be reduced (A) as necessary to reflect benefit payments made (if any) from the Dxxx Pension Plan after the Distribution Date on behalf of any Business Employees and (B) by the pro-rata portion of any expenses, as agreed to by the Dxxx Actuary and the TreeHouse Actuary, incurred by the Dxxx Pension Plan attributable to any portion of the Transfer Amount for the period beginning on the Distribution Date and ending on the Transfer Date for such portion. Such expenses shall include without limita...
Transfer of Assets and Liabilities. Subject to the terms and conditions set forth herein, on the Closing Date (as hereafter defined), the FWSC Fund shall transfer all of its assets to the Small-Cap Fund. In exchange therefor, the Small-Cap Fund shall assume all of the liabilities of the FWSC Fund and deliver to the FWSC Fund a number of “A Shares” and “Institutional Shares” of the Small-Cap Fund which is equal to (i) the aggregate net asset value attributable to each such Class of shares of the FWSC Fund at the close of business on the day preceding the Closing Date, divided by (ii) the net asset value per share of such Class of shares of the Small-Cap Fund outstanding at the close of business on the day preceding the Closing Date.
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;
Transfer of Assets and Liabilities. Subject to the terms and conditions set forth herein, on the Closing Date (as hereafter defined), the Large-Cap Core Fund shall transfer all of its assets to the Multi-Manager Fund. In exchange therefor, the Multi-Manager Fund shall assume all of the liabilities of the Large-Cap Core Fund and deliver to the Large-Cap Core Fund a number of “A Shares” and “Institutional Shares” of the Multi-Manager Fund which is equal to (i) the aggregate net asset value attributable to each such Class of shares of the Large-Cap Core Fund at the close of business on the day preceding the Closing Date, divided by (ii) the net asset value per share of such Class of shares of the Multi-Manager Fund outstanding at the close of business on the day preceding the Closing Date.
