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 On the Closing Date, as defined in Section 2.1, Seller shall sell, convey, transfer, assign and deliver to Buyer, and Buyer shall purchase from Seller, all of the assets now owned by the Companies of every kind and character, real, personal, tangible, intangible or mixed, used by, or useful to, the Companies in connection with, or associated with the operation of, the Business (the "Acquired Assets"), all of which shall be distributed to Seller in connection ------------------ with the Dissolution and owned by Seller on and as of the Closing Date, free and clear of all Liens other than Permitted Liens, and shall include, but not be limited to the following: (a) All trade accounts receivable and other rights to receive payments from customers of the Business as of the Closing Date, including all trade accounts receivable representing amounts receivable in respect to rentals, products sold and/or services rendered to customers of the Business on or prior to the Closing Date, and the full benefit of all security for such accounts or debts (collectively the "Customer Receivables"), and those other accounts -------------------- receivable outstanding as of the Closing Date (the "Other Receivables" and ----------------- collectively with the Customer Receivables, the "Receivables"). True and ----------- correct lists of the Customer Receivables and the Other Receivables, including the amount owed to each of the Companies with respect to each such Receivable, as of February 28, 1999, are set forth on Schedule 1.1(a) attached hereto, with --------------- such Schedule to be updated through the last day of the month prior to the Closing Date and delivered at the Closing. (c) All owned real estate of the Companies, including land, buildings, improvements and fixtures, located in or near (i) Freeport, Texas, (ii) XxXxxxx Texas, (iii) Texas City, Texas, (iv) Port Lavaca, Texas, (v) Houston, Texas and (vi) Lake Xxxxxxxxxx, Texas (the "Owned Real Property"), the legal description ------------------- of each of which is set forth on Schedule 1.1(c). ---------------- (d) All leased real estate of the Companies, including land, buildings and improvements, all of the foregoing of which are listed on Schedule 1.1(d) --------------- (collectively the "Real Property Leases"). -------------------- (e) All of the Companies' furniture, fixtures, computer hardware and software, office equipment and supplies, phone lines and systems, and signs (interior and exterior), including all such properties and assets of the Business that have been fully depreciated or expensed, whether or not any of the foregoing are or were recorded as assets of the Companies on the books of the Companies, all as more particularly described on Schedule 1.1(e) attached hereto -------------- (collectively, the "Furniture and Fixtures"); ---------------------- (f) All of the replacement parts, inventory and operating supplies used in the operation of the Business, including all such properties and assets of the Business that have been fully depreciated or expensed, whether or not any of the foregoing are or were recorded as assets of the Companies on the books of the Companies (collectively, the "Spare Parts, Inventory and Supplies"); ----------------------------------- (g) All of the machinery and tools used in the operation of the Business, including all such properties and assets of the Business that have been fully depreciated or expensed, whether or not any of the foregoing are or were recorded as assets of the Companies on the books of the Companies, including without limitation those described on Schedule 1.1(g) attached hereto --------------- (the "Machinery and Tools"); ------------------- (h) All inspection records on the Rental Equipment, all repair and service history files with respect to the Rental Equipment, customer account histories and choices in action of the Companies or any of them, all rights of the Companies under all insurance policies and bonds covering the Rental Equipment, the Premises, the Furniture and Fixtures, the Spare Parts, Inventory and Supplies, the Machinery and Tools and the Shop Equipment and Rigging for all periods through the Effective Time; and all of the right, title and interest of the Companies in the telephone and telecopy numbers and telephone directory listings of the Companies; internet domain names, if any; and, (iii) all other intangible assets of the Companies not described above and not otherwise described on Schedule 1.1 (j) hereto (the "Intangible Assets"); --------------- ----------------- (i) All of the shop equipment and rigging of the Companies (collectively, the "Shop Equipment and Rigging"); ------------------------------ (j) All worldwide trademarks, service marks and trade names and registrations and pending applications therefore, relating to the Business, including all right, title and interest of the Companies in and to (i) the names Xxxx Equipment and Texas Matt & Rigging (all of which the Companies will cease to use from and after the Closing Date) (ii) worldwide common law and registered copyrights, patents, and patent applications (if any) (iii) common law inventions, whether patentable or not, discoveries, and improvements, and (iv) all other licenses, franchises, processes, formulae, new products and product development, trade secrets, customer lists, mailing lists, brochures, blueprints, specifications, equipment plans, manuals, engineering records and drawings, know how, sales records, marketing and promotion information, computer programs and software and computer systems, in each case owned or held by the Companies, as well as all books, documents and records relating to the foregoing and the Business (collectively the "Intellectual Property"). --------------------- (k) All leases of personal property, including without limitation those which are listed on Schedule 1.1
Sale and Transfer of Assets In reliance on the representations, warranties, covenants and agreements contained herein and subject to the terms and conditions hereof, on the Closing Date (as hereinafter defined), Seller shall sell, convey, transfer and deliver to Buyer, and Buyer shall purchase from Seller, the assets, tangible and intangible, used or to be used in the Aviation Business, but expressly excluding the Excluded Assets (as defined in Section 1(b)), and including without limitation, the following (collectively, the “Assets”), free and clear of all Encumbrances: (i) all assets of the Aviation Business as reflected on Schedule B attached hereto including, but not limited to, inventory, tools, equipment, vehicles, furniture and fixtures; (ii) the right, title and interest of Aviation under the Master Lease, including leasehold improvements located on the real property leased by Seller under the Master Lease (the “Real Property”); (iii) the right, title and interest of Aviation under the customer contracts and contract rights of all kind (including, without limitation, rental contracts, hanger leases, customer service contracts, tie down agreements, capital leases for equipment, furniture, trucks and other property used in or necessary for the operation of the Aviation Business as currently conducted) listed on Schedule B attached hereto, to the extent assumable and/or assignable, which Buyer has elected to assume by written notice to Seller within five (5) business days of the date of this Agreement, which Buyer may extend for an additional five (5) day period, together with all deposits and prepaid amounts under such contracts, agreements and arrangements (collectively “Assumed Aviation Contracts”); (iv) the name “Ronson Aviation” and all other intellectual property rights and other intangible personal property owned or leased by Aviation that is used in or necessary for the conduct of the Aviation Business as currently conducted;
Sale or Transfer of Assets; Suspension of Business Operations The Borrower will not sell, lease, assign, transfer or otherwise dispose of (i) the stock of any Subsidiary, (ii) all or a substantial part of its assets, or (iii) any Collateral or any interest therein (whether in one transaction or in a series of transactions) to any other Person other than the sale of Inventory in the ordinary course of business and will not liquidate, dissolve or suspend business operations. The Borrower will not transfer any part of its ownership interest in any Intellectual Property Rights and will not permit any agreement under which it has licensed Licensed Intellectual Property to lapse, except that the Borrower may transfer such rights or permit such agreements to lapse if it shall have reasonably determined that the applicable Intellectual Property Rights are no longer useful in its business. If the Borrower transfers any Intellectual Property Rights for value, the Borrower will pay over the proceeds to the Lender for application to the Obligations. The Borrower will not license any other Person to use any of the Borrower’s Intellectual Property Rights, except that the Borrower may grant licenses in the ordinary course of its business in connection with sales of Inventory or provision of services to its customers.
Segregation of Assets; Nominee Name (a) Bank shall identify in its records that Financial Assets credited to Customer's Securities Account belong to Customer on behalf of the relevant Fund (except as otherwise may be agreed by Bank and Customer). (b) To the extent permitted by Applicable Law or market practice, Bank shall require each Subcustodian to identify in its own records that Financial Assets credited to Customer's Securities Account belong to customers of Bank, such that it is readily apparent that the Financial Assets do not belong to Bank or the Subcustodian. (c) Bank is authorized, in its discretion, to hold in bearer form, such Financial Assets as are customarily held in bearer form or are delivered to Bank or its Subcustodian in bearer form; and to register in the name of the Customer, Bank, a Subcustodian, a Securities Depository, or their respective nominees, such Financial Assets as are customarily held in registered form. Customer authorizes Bank or its Subcustodian to hold Financial Assets in omnibus accounts and shall accept delivery of Financial Assets of the same class and denomination as those deposited with Bank or its Subcustodian. (d) Upon receipt of Instruction, Bank shall establish and maintain a segregated account or accounts for and on behalf of each Fund for purposes of segregating cash, government securities, and other assets in connection with derivative transactions entered into by a Fund or options purchased, sold or written by the Fund.
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:
MERGER, CONSOLIDATION, TRANSFER OF ASSETS Merge into or consolidate with any other entity; make any substantial change in the nature of Borrower's business as conducted as of the date hereof; acquire all or substantially all of the assets of any other entity; nor sell, lease, transfer or otherwise dispose of all or a substantial or material portion of Borrower's assets except in the ordinary course of its business.
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
Disposition of Assets The Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, at any time sell, lease, abandon, or otherwise dispose of any assets (other than assets disposed of in the ordinary course of business and other than the Philadelphia Disposition) without the prior written consent of the Banks; provided, however, that the prior written consent of the Banks shall not be required for (i) the transfer of assets (including cash or cash equivalents) among the Borrower and its Restricted Subsidiaries (excluding Subsidiaries described in clause (b) of the definition of "Subsidiary") or for the transfer of assets (including cash or cash equivalents) between or among Restricted Subsidiaries (excluding Subsidiaries described in clause (b) of the definition of "Subsidiary") of the Borrower, (ii) the disposition of communications tower facilities that contribute in the aggregate, less than (A) five percent (5%) of the Operating Cash Flow of Borrower for the twelve calendar month period immediately preceding such disposition, and (B) fifteen percent (15%) of the Operating Cash Flow of the Borrower for the period from the Agreement Date through the date of such disposition or (iii) subject to Section 2.5(c) hereof, any other property (real or personal) not used or useful in Borrower's or such Restricted Subsidiary's business. Upon any sale or disposition of a Restricted Subsidiary permitted hereunder, the Administrative Agent and the Banks shall, at Borrower's expense, take such actions as the Borrower reasonably requests to cause such Restricted Subsidiary to be released from its obligations under the Subsidiary Guaranty.
Use and Reversion of Assets The use and disposition of real property and equipment under this Agreement shall be in compliance with the requirements of 24 CFR Part 84 and 24 CFR 570.502, 570.503, and 570.504, as applicable, which include but are not limited to the following: 1. The Subrecipient shall transfer to the Grantee any CDBG funds on hand and any accounts receivable attributable to the use of funds under this Agreement at the time of expiration, cancellation, or termination. 2. Real property under the Subrecipient’s control that was acquired or improved, in whole or in part, with funds under this Agreement in excess of $25,000 shall be used to meet one of the CDBG National Objectives pursuant to 24 CFR 570.208 until five (5) years after expiration of this Agreement [or such longer period of time as the Grantee deems appropriate]. If the Subrecipient fails to use CDBG-assisted real property in a manner that meets a CDBG National Objective for the prescribed period of time, the Subrecipient shall pay the Grantee an amount equal to the current fair market value of the property less any portion of the value attributable to expenditures of non-CDBG funds for acquisition of, or improvement to, the property. Such payment shall constitute program income to the Grantee. The Subrecipient may retain real property acquired or improved under this Agreement after the expiration of the five-year period [or such longer period of time as the Grantee deems appropriate]. 3. In all cases in which equipment acquired, in whole or in part, with funds under this Agreement is sold, the proceeds shall be program income (prorated to reflect the extent to that funds received under this Agreement were used to acquire the equipment). Equipment not needed by the Subrecipient for activities under this Agreement shall be (a) transferred to the Grantee for the CDBG program or (b) retained after compensating the Grantee [an amount equal to the current fair market value of the equipment less the percentage of non-CDBG funds used to acquire the equipment].