Transfer of Contributed Assets. The sale, conveyance, transfer, assignment and delivery of the Contributed Assets shall be effected by delivery at the Closing:
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:
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. (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.
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. 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. 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. At the Closing, Parent shall deliver ------------------------------ or cause to be delivered to the Subsidiary good and sufficient instruments of transfer transferring to the Subsidiary title to all of the Contributed Assets and shall effectively vest in the Subsidiary good title to all of the Contributed Assets free and clear of all liens, restrictions and encumbrances, except as otherwise disclosed herein.
Transfer of Contributed Assets. (a) On the terms and subject to the conditions contained in this Agreement, at the Closing the Company shall contribute, transfer and deliver to NewCo, and NewCo shall accept and acquire from the Company, all of the Company’s right, title and interest in, to and under all of the Contributed Interests and all of the Company’s other Assets other than the Excluded Assets, wherever located, including, without limitation, all Working Capital items, and the “Hearthstone” and “Carestone” names and marks (collectively, the “Contributed Assets”). As part of the Contributed Assets, the Company shall assign and transfer all of the Leases to which it is a party, other than those included in the Excluded Assets (the “Assigned Leases”) and all of the Contracts to which it is a party, other than those included in the Excluded Assets (the “Assigned Contracts”).
Transfer of Contributed Assets. Upon the terms and subject to the conditions set forth in this Agreement, Zany Brainy hereby assigns, transfers and delivers to the Company, as an initial capital contribution, free and clear of all Encumbrances, all tangible and intangible personal property and other assets (including the ownership interest in XX.xxx) identified in Schedule 1.1(b) (collectively, the "Contributed Assets").
