Transfer of Assets and Rights Sample Clauses

Transfer of Assets and Rights. Nuo hereby assigns, conveys, transfers and delivers, and Arthrex hereby accepts and assumes, all right, title and interest in and to (i) all Product parts used by Nuo in connection with the sourcing, manufacturing, marketing, sale and distribution of the Product Line, (ii) all permits, licenses, certificates, registrations, listings and governmental authorizations, investigational device exemption (clinical research), 510(k) and other pre-market clearances and approvals and all regulatory data, clinical data and other technical and product-related information, including, without limitation, protocols, investigational plans, case report and case history files, master files, design history and other quality system files and any databases reflecting or incorporating any such data and information, and product specification, design, manufacture, packing, labeling, marketing, storage, distribution, installation, post-market reporting, post-market surveillance, servicing, device master record, device history record, quality system record and other regulatory files related to the Products (including, without limitation, component parts and accessory products relating to the Product Line) (the items in this clause (ii), collectively, the “Product Registration Rights”) and (iii) all Technology (other than Patents) used by Nuo prior to the date hereof to make the Product Line ((i), (ii) and (iii), collectively, the “Transferred Assets”).
Sample 1
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Transfer of Assets and Rights. After the Closing, at the request of the Purchaser, the Seller, Xxxxxx, the Trust and the GRAT shall, and shall cause their Affiliates, to execute and deliver assignments with respect to any assets or rights that constituted part of the Businesses conducted by the Seller, the Companies and the Predecessor Companies prior to July 1, 2010.
Sample 1
Transfer of Assets and Rights under this Agreement. PLI understands that the Phoenix Finance Subsidiary intends to transfer the Transferred Property to PSSFC pursuant to the Receivables Transfer Agreement and that PSSFC intends to transfer the Transferred Property to the Trust pursuant to the Pooling and Servicing Agreement and hereby consents to the assignment of all or any portion of this Agreement by the Phoenix Finance Subsidiary to PSSFC and by PSSFC to the Trust. PLI agrees that any such assignee of the Phoenix Finance Subsidiary or PSSFC may exercise the rights of the Phoenix Finance Subsidiary hereunder and shall be entitled to all of the benefits of the Phoenix Finance Subsidiary hereunder.
Sample 1
Transfer of Assets and Rights. Section 2.01. Purchase and Sale of Assets 1 Section 2.02. Excluded Assets 3 Section 2.03. Assumed Forward Looking Obligations; Excluded Liabilities 4 Section 2.04. Purchase Price 4 Section 2.05. Closing 4 Section 2.06. Payment of Purchase Price 4 Section 2.07. Purchase Price Adjustment 5 Section 2.08. Allocation of Purchase Price 6 ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER Section 3.01. Organization 6 Section 3.02. Authorization 6 Section 3.03. Noncontravention 7 Section 3.04. Litigation 7 Section 3.05. Assumed Agreements 7 Section 3.06. Customers 8 Section 3.07. Hardware and Other Equipment 9 Section 3.08. Software, Licenses and Data Bases 9 Section 3.09. Intellectual Property 10 Section 3.10. Supplies 11 Section 3.11. St. Louis Facility 11 Section 3.12. Compliance With Laws 11 Section 3.13. Tax Matters 11 Section 3.14. Financial Statements 11 Section 3.15. Absence of Specified Changes 12 Section 3.16. Title 13 Section 3.17. Licenses and Permits 13 Section 3.18. Consents and Approvals 14 Section 3.19. Broker or Finders’ Fees 14 Section 3.20. Employees; Compensation; Labor 14 Section 3.21. Employee Benefit Plans 15 Section 3.22. Insurance 15 Section 3.23. Fair Value 15 Section 3.24. Solvency 15 Section 3.25. Disclosure 16 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF BUYER Section 4.01. Organization 17 Section 4.02. Authorization 17 Section 4.03. Noncontravention 17 Section 4.04. Litigation 17 Section 4.05. Broker or Finders’ Fees 17 ARTICLE V ADDITIONAL AGREEMENTS Section 5.01. Conduct of Business 17 Section 5.02. Employee Leasing Agreement 18 Section 5.03. Product Marketing Agreement 18 Section 5.04. Subcontract 18 Section 5.05. Public Announcements 18 Section 5.06. No Solicitation 19 Section 5.07. Representations and Warranties 19 Section 5.08. Disclosure Schedules 19 Section 5.09. Due Diligence 20 ARTICLE VI POST-CLOSING COVENANTS Section 6.01. Further Action 20 Section 6.02. Consents and Authorizations 20 Section 6.03. Litigation Support 20 Section 6.04. Transition 21 Section 6.05. Confidentiality 20 Section 6.06. Noncompetition/Nonsolicitation Agreement 22 Section 6.07. Access to Records After the Closing 22 Section 6.08. RWIS Data Access 23 ARTICLE VII
Sample 1
Transfer of Assets and Rights. Section 2.01. Purchase and Sale of Assets .........................................................................12 Section 2.02. Excluded Assets ...........................................................................................13 Section 2.03. Assumed Liabilities; Excluded Liabilities ...................................................14 Section 2.04. Purchase Price ..............................................................................................16 Section 2.05. Closing .........................................................................................................17 Section 2.06. Payment of Purchase Price...........................................................................17 Section 2.07. Working Capital Settlement .........................................................................19 Section 2.08.
Sample 1
Transfer of Assets and Rights 
Sample 1

Related to Transfer of Assets and Rights

  • Transfer of Assets Sell, transfer, lease, or otherwise dispose of any of its assets, except in the ordinary course of business.

  • TRANSFER OF ASSETS OF THE ACQUIRED FUND TO THE ACQUIRING FUND IN EXCHANGE FOR THE ACQUIRING FUND SHARES, THE ASSUMPTION OF ALL ACQUIRED FUND LIABILITIES AND THE LIQUIDATION OF THE ACQUIRED FUND

  • No Transfer of Assets Neither Seller nor its Related Persons will make any transfer of pension or other employee benefit plan assets to Buyer.

  • 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, and Buyer agrees to purchase from Seller, all of Seller’s rights, title and interests in and to the Assets.

  • 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 Closing 2.1 ASSETS TO BE SOLD Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective as of the Effective Time, 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 the following (but excluding the Excluded Assets):

  • Merger or Transfer of Assets The Trading Manager, Trading Company or the Trading Advisor may merge or consolidate with, or sell or otherwise transfer its business, or all or a substantial portion of its assets, to any entity upon written notice to the other parties.

  • 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.

  • Restriction on Transfer of Assets The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly, sell, lease, license, assign, transfer, spin-off, split-off, convey or otherwise dispose of any assets or rights of the Company or any Subsidiary owned or hereafter acquired whether in a single transaction or a series of related transactions, other than (i) sales, leases, licenses, assignments, transfers, conveyances and other dispositions of such assets or rights by the Company and its Subsidiaries in the ordinary course of business consistent with its past practice, (ii) sales of inventory and products in the ordinary course of business, (iii) sales of unwanted or obsolete assets, and (iv) sales for fair market value as determined in good faith by the Company’s board of directors.

  • Transfer of Assets; Assumption of Liabilities (a) Prior to the Distribution, in accordance with the plan and structure set forth on Schedule 2.1(a) (such plan and structure being referred to herein as the “Spinoff Plan”) and to the extent not previously effected pursuant to the steps of the Spinoff Plan that have been completed prior to the date hereof:

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