Transfer of Business and Assets Sample Clauses

Transfer of Business and Assets. Upon the terms and subject to the conditions hereof, Seller does hereby sell, transfer, convey, assign, set over and deliver to Buyer, and Buyer does hereby purchase, the Business and all the assets, properties and rights of Seller used in the Business, other than the Excluded Assets, of every type and description, including without limitation the Inventory, Equipment, all of Seller's rights under all Assigned and Assumed Contracts, all of Seller's rights under all Assigned and Unassumed Contracts, all of Seller's rights under all Equipment Leases, Intangibles, Data, all of Seller's rights under all Unfilled Orders, all of Seller's rights under all Purchase Commitments and any and all Other Assets of the Business (the "Assets"); provided however, that Buyer shall assume the Seller's liabilities with respect to Assigned and Assumed Contracts, Equipment Leases, Unfilled Order and Purchase Commitments only to the extent such liabilities are explicitly assumed pursuant to Section 3.5 hereto, and the transfer of all such Assets by Seller to Buyer is hereby made free and clear of all Encumbrances, except for Permitted Encumbrances. Simultaneously herewith, Seller is executing and delivering to the Buyer (a) the Bill xx Sale and General Assignment and Assumption Agreement, (b) the Patent and Trademark Assignments, and (c) such other bills of sale, deeds, third-party consents, endorsements, assignments, drafts, checks or other instruments of transfer, in such form as reasonably required by Buyer or its counsel, and reasonably satisfactory to Seller and its counsel, in order to effectively vest in the Buyer good and marketable title to all of the Assets free and clear of all Encumbrances, except for Permitted Encumbrances, and in order to rightfully transfer possession to Buyer of the Materials in Possession. Simultaneously herewith, Buyer is executing and delivering to the Seller the Bill xx Sale and General Assignment and Assumption Agreement, and such other instruments or documents as are required by the terms of this Agreement. Seller further agrees that it will, at any time and from time to time after the Closing, upon reasonable request by Buyer and without cost to Seller, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such further instruments of transfer and conveyance, and to do, or cause to be done, such other acts and things as may be reasonably necessary or reasonably requested by Buyer to carry out the purposes of...
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Transfer of Business and Assets. 1.1 The Parties acknowledge that, for the purpose of VIE Restructuring, Hubei ECARX only retains the following businesses, qualifications, assets, contracts, intellectual property rights, employees and/or investment: (i) map surveying and mapping qualification (referring to Grade A Surveying and Mapping Qualification of Navigation Electronic Map and Grade B Surveying and Mapping Qualification of Internet Map Service of Hubei ECARX), (ii) mapping activities (including relevant assets, contracts, intellectual property rights and employees), (iii) retained investment (referring to Hubei ECARX's shares or equity investment in Anhui Xinzhi Technology Co., Ltd. (安徽芯智科技有限公司), Suzhou Tongjie Automotive Electronic Co., Ltd. (苏州桐劼汽车电子有限公司)), (iv) ICP license, (v) Daimler contract (referring to the contract on AI voice products signed by Hubei ECARX and Daimler Company (as a customer) on 5 March 2020, and (vi) the working capital of Hubei ECARX of approximately RMB20.00 million (collectively referred to as "retained business and assets").
Sample 1
Transfer of Business and Assets. On the Closing Date, Buyer shall have taken all steps reasonably necessary to ensure that the Business and Assets acquired pursuant to the terms of this Agreement shall be transferred to Train simultaneously with the Closing.
Sample 1
Transfer of Business and Assets. 5.1 On the Effective Date the Seller shall deliver to the Purchaser:
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Related to Transfer of Business and Assets

  • 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.

  • 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.

  • 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:

  • 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

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

  • 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.

  • 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.

  • 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):

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

  • 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.

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