Transfer of Excluded Assets. Assumption of Excluded Liabilities.
(a) To the extent any Excluded Asset or Excluded Liability is transferred to a member of the Genworth Group at the Closing or is owned or held by a member of the Genworth Group after the Closing, from and after the Closing:
(i) Genworth shall, and shall cause its applicable Subsidiaries to, promptly contribute, assign, transfer, convey and deliver to GE or certain of its Subsidiaries designated by GE, and GE or such Subsidiaries shall accept from Genworth and its applicable Subsidiaries, all of Genworth’s and such Subsidiaries’ respective rights, titles and interests in and to such Excluded Assets;
(ii) GE and certain of its Subsidiaries designated by GE, shall promptly accept, assume and agree faithfully to perform, discharge and fulfill all such Excluded Liabilities in accordance with their respective terms; and
(iii) In furtherance of the assignment, transfer and conveyance of Excluded Assets and the assumption of Excluded Liabilities set forth in Section 3.6(a)(i) and Section 3.6(a)(ii): (x) Genworth shall execute and deliver, and shall cause its Subsidiaries to execute and deliver, such bills of sale, certificates of title, assignments of contracts and other instruments of transfer, conveyance and assignment as and to the extent necessary to evidence the transfer, conveyance and assignment of all of Genworth’s and its Subsidiaries’ right, title and interest in and to the Excluded Assets to GE and its Subsidiaries, and (y) GE shall execute and deliver such assumptions of contracts and other instruments of assumption as and to the extent necessary to evidence the valid and effective assumption of the Excluded Liabilities by GE. All of the foregoing documents contemplated by this Section 3.6(a)(iii) shall be referred to collectively herein as the “Genworth Transfer Documents” and, together with the GE Transfer Documents, the “Transfer Documents.”
(iv) To the extent that the transfer of such Excluded Assets and the assumption of such Excluded Liabilities requires any Governmental Approvals or Consents, the parties shall use their commercially reasonable efforts to obtain such Governmental Approvals and Consents; provided however that neither GE nor Genworth shall be obligated to contribute capital in any form to any entity in order to obtain such Governmental Approvals and Consents.
(v) If and to the extent that the valid, complete and perfected transfer or assignment to the GE Group of any Excluded Assets or the assump...
Transfer of Excluded Assets. During the period between the date of this Agreement and the Closing Date, the Parent shall transfer or cause to be transferred all of the Excluded Assets that are owned by a Transferred Fastener Subsidiary to the Parent or any of the Parent's subsidiaries other than a Transferred Fastener Subsidiary. The transfer of the Excluded Assets will not create, give rise to or result in any liability or obligation to the Buyer. The Parent will, on or prior to the Closing Date with respect to any transfer of Excluded Assets that occurs and is consummated on or prior to the Closing Date, pay or cause to be paid or satisfy or cause to be satisfied all liabilities and obligations arising from or otherwise attributable to the transfer of the Excluded Assets.
Transfer of Excluded Assets. NextTrip shall, and shall cause the applicable members of the NextTrip Group to, Transfer to the Company or the applicable Company Designees, and the Company or such Company Designees shall accept from NextTrip and the applicable members of the NextTrip Group, all of NextTrip’s and such NextTrip Group member’s respective right, title and interest in and to all Excluded Assets held by NextTrip or a member of the NextTrip Group.
Transfer of Excluded Assets. On or prior to Closing Date, SELLERS shall cause the Acquired Companies to transfer all of the Excluded Assets to a third party, including SELLERS. In connection with such transfer, no Acquired Company shall have any contingent liability of any sort relating to the Excluded Assets, including, but not limited to, liability relating to any representations, warranties or covenants made to the transferee(s) relating to the Excluded Assets.
Transfer of Excluded Assets. On or prior to Closing, Sellers shall cause the Acquired Companies to transfer all of the Excluded Assets to Sellers or their designees. In connection with such transfer, no Acquired Company shall have any contingent liability of any sort relating to the Excluded Assets, including, but not limited to, liability relating to any representations, warranties or covenants made to the transferee(s) relating to the Excluded Assets.
Transfer of Excluded Assets. After giving effect to the transfer of the Excluded Assets, the Company shall continue to own all assets presently owned by the Company that are used, held for use or intended to be used primarily in the current Business or that are necessary for the conduct of the Business consistent with past practice.
Transfer of Excluded Assets. Pursuant to binding agreements in form and substance reasonably satisfactory to Citadel, the Excluded Assets, together with all liabilities relating thereto, shall have been transferred to the Stockholder.
Transfer of Excluded Assets. Prior to the Closing Date, the Sellers shall cause the transfer of certain assets of the Company as set forth on Schedule 5.8 to Markoff or an Affiliate of Markoff (other than the Company).
Transfer of Excluded Assets. Immediately prior to the Closing, the Partners shall cause the Company to transfer the Excluded Assets to CAT or otherwise satisfy all obligations relating to the Excluded Assets, pursuant to binding agreements in form and substance reasonably satisfactory to Citadel.
Transfer of Excluded Assets. At or prior to Closing, all Excluded --------------------------- Assets shall be transferred to Lodging or its designee at Lodging's expense. Purchaser shall not be entitled to any compensation for the Excluded Assets. Lodging shall have the right to remove any Excluded Assets from the Company Properties in a manner which does not disrupt or impair the operations of the Company. Purchaser may, at its option, continue to use the leased office space of the Company in El Paso, Texas for a period not to exceed 120 days after the Closing and shall pay sublease rent to Lodging for such space on a straight pass-through, per diem basis. If Purchaser elects not to use such space, it shall vacate such premises within 2 Business Days following the Closing.
