Transfer of Contributed Assets. At the Closing, Clintec shall deliver or cause to be delivered to FRS good and sufficient instruments of transfer transferring to FRS title to all of the Contributed Assets. Such instruments of transfer (a) shall be in the form and will contain the warranties, covenants and other provisions (not inconsistent with the provisions hereof) which are usual and customary for transferring the type of property involved under the laws of the jurisdictions applicable to such transfers, (b) shall be in form and substance satisfactory to FRS and its counsel, and (c) shall effectively vest in FRS good title to all the Contributed Assets free and clear of all Liens.
Transfer of Contributed Assets. The sale, conveyance, transfer, assignment and delivery of the Contributed Assets shall be effected by delivery at the Closing:
(a) By Charlie USA to the Company of such bills of sale, endorsements, assurances, conveyances, releases, discharges, assignments, certificates or other instruments of transfer and conveyance, duly executed by Charlie USA, as the Company shall reasonably deem necessary to vest in the Company valid and marketable title to the Contributed Assets free and clear of any Encumbrance (as defined below) except Permitted Encumbrances (as defined below), and such other documents as the Company may reasonably request to demonstrate satisfaction of the terms and conditions of, and compliance with, this Contribution Agreement by Charlie USA; and
(b) By the Company to Charlie USA of such assumption agreements or other instruments as Charlie USA shall reasonably deem necessary to provide for the assumption of the Assumed Liabilities by the Company, and such other documents as Charlie USA may reasonably request to demonstrate satisfaction of the terms and conditions of, and compliance with, this Contribution Agreement by the Company. Simultaneously with the Closing, Charlie USA shall take all steps necessary to put the Company in actual possession and operating control of the Contributed Assets.
Transfer of Contributed Assets. On the condition that the Contribution and the Distribution would not reduce the book value of Leucadia by more than $197,000,000, Leucadia shall, and shall cause its applicable Subsidiaries to, assign, transfer, convey and deliver to Crimson or certain of Crimson’s Subsidiaries designated by Crimson, and Crimson or such Subsidiaries shall accept from Leucadia and its applicable Subsidiaries, all of Leucadia’s and such Subsidiaries’ respective direct or indirect right, title and interest in and to all the Contributed Assets as follows:
(a) the Intercompany Indebtedness – to be assigned, transferred, conveyed and delivered prior to the Effective Time; and
(b) the Cash Contribution – to be paid within five (5) business days of the delivery by Crimson to Leucadia and acceptance by Leucadia of a full financial reporting package for the Crimson Group for the two-month period ending February 28, 2013, such financial information to be presented in a format that is customary for the Leucadia Group, such package to be delivered to Leucadia as soon as available but in no event later than March 20, 2013.
Transfer of Contributed Assets. (a) Upon the terms and subject to the conditions of this Agreement, at the Closing, the Company shall contribute, transfer, assign, convey and deliver to USAC or its respective designee, and USAC or its designees shall accept and acquire from the Company, all of the Company’s right, title and interest in and to all of the Contributed Assets and the Net Cash. Notwithstanding the foregoing, the transfer of the Contributed Assets pursuant to this Agreement shall not include the assignment of any Liability related to the Contributed Business, the Contributed Assets or any other Liability of any S&R Party unless expressly assumed by USAC pursuant to Section 2.7.
(b) To facilitate the contribution, transfer, assignment, conveyance and delivery by the Company to USAC of the Contributed Assets at the Closing, prior to the Closing, the Company shall cause all of the Company’s right, title and interest in and to all of the Contributed Assets to be vested in OpCo or LeaseCo, as applicable, immediately prior to the Closing pursuant to the Merger. Notwithstanding any provision of this Agreement to the Contrary, the contribution, transfer, assignment, conveyance and delivery by the Company to USAC of the Contributed Assets at the Closing shall be effected by the contribution, transfer, assignment, conveyance and delivery by the Company to USAC of the Contributed Interests. Unless the context otherwise requires, from and after the effective time of the Merger, references to the Contributed Assets, the Contributed Business and the Assumed Liabilities shall mean such Contributed Assets, Contributed Business and Assumed Liabilities as vested in OpCo or LeaseCo, as applicable.
Transfer of Contributed Assets. The Seller understands that the Issuer intends to assign the Contributed Assets, Excess Assets and its rights under this Agreement to the Indenture Trustee under the Indenture, and hereby consents to the assignment of all or any portion of this Agreement by the Issuer to such Indenture Trustee. The Seller agrees that upon such assignment the Indenture Trustee may exercise the rights of the Issuer hereunder and shall be entitled to all of the benefits of the Issuer hereunder.
Transfer of Contributed Assets. Subject to and upon the terms and conditions contained in the applicable provisions of this Agreement, for the consideration described in Article 3, the Vendor agrees, at the Closing Date, to contribute to the Purchaser and the Purchaser agrees to accept the contribution from the Vendor, all right, title and interest of the Vendor to the following property and assets, constituting substantially all of the property and assets used in connection with the Business (other than the Excluded Assets), at the Closing Date, described in clauses (a) through (h) below (collectively, the “Contributed Assets”), in each case free and clear of all Encumbrances except Permitted Encumbrances:
Transfer of Contributed Assets. Subject to the terms and conditions of this Agreement and effective as of the Contribution Date, the Products Company hereby assigns, transfers, delivers and conveys to the Services Company, as a capital contribution, all of its right, title and interest in and to the Contributed Assets, free and clear of all mortgages, pledges, liens, restrictions, encumbrances, tenancies, licenses, encroachments, covenants, rights of way, easements, claims, security interests, charges or any other matter affecting title (collectively "Liens"), except (a) minor imperfections of title, none of which, individually or in the aggregate, materially detracts from the value of or impairs the use of the affected properties or impairs the operations of the Products Company, (b) liens for current taxes not yet due and payable, or (c) as disclosed on SCHEDULE 2.1 hereto (collectively, "Permitted Encumbrances").
Transfer of Contributed Assets. Subject to the terms and conditions of this Agreement, at the Time of Closing RNC shall sell, assign, transfer and contribute to the Limited Partnership, and the Limited Partnership shall purchase from RNC, all of the property and assets used or held for use in connection with or relating to the Project, whether real or personal, tangible or intangible, of every kind and description and wheresoever situate (collectively, the "Contributed Assets"), including:
Transfer of Contributed Assets. At the Effective Time, Trend Trader shall deliver or cause to be delivered to Seleznov good and sufficient instruments of transfer transferring to Seleznov title to all of the Contributed Assets and shall effectively vest in Seleznov good title to all of the Contributed Assets free and clear of all liens, restrictions and encumbrances, except as otherwise set forth herein.
Transfer of Contributed Assets. Pursuant to the terms and subject to the conditions set forth in this Agreement, at the Closing, the Company shall contribute, assign, transfer, convey and deliver to InCard, and InCard shall, in exchange for the Equity Consideration, receive from the Company, all of the Company’s right, title and interest in, to and under the following assets (collectively, the “Contributed Assets”):
(a) all Intellectual Property associated with, incorporated into or related to the nC DisplayCard, including, without limitation, all rights in and to the Beep Patent;
(b) all Intellectual Property that is or was newly conceived, made or created prior to the Closing Date, whether solely by one party or jointly by both parties, as a result of performance pursuant to the Joint Development Agreement;
(c) all monetary deposits and work-in-process that the Company has with SmartDisplayer Technology Co., Ltd. (“SmartDisplayer”);
(d) all work-in-process that the Company has with RSA Security, Inc. (“RSA”);
(e) all Inventory;
(f) the Assumed Contracts;
(g) all equipment and other tangible assets of the Company primarily used in connection with designing, manufacturing, testing, distributing or marketing the nC DisplayCard; and
(h) all goodwill, other intangibles and any other Intellectual Property rights relating to the foregoing; it being understood that no customers or goodwill associated with customers, or accounts receivable, purchase orders from, or contracts with, customers of the Company will be comprised in, or transferred or assigned with, the Contributed Assets, and no right or benefit arising thereunder or resulting therefrom will be assumed by InCard, and it being further understood that, aside from the Contributed Assets, no other assets of the Company shall be contributed, assigned, transferred, conveyed or delivered to InCard hereunder.
