Transfer of Excluded Assets and Excluded Liabilities. Prior to the Closing, SMMSLP shall assign to Parent or a subsidiary of Parent (other than the Companies) the Excluded Assets and Parent or such subsidiary shall assume the Excluded Liabilities. Parent shall inform Buyer in advance in writing of all actions it proposes to take after the date hereof to transfer the Excluded Assets and Excluded Liabilities from the Companies, shall provide Buyer in advance with copies of all documents (which must be reasonably satisfactory to Buyer's counsel) it intends to use to effectuate such transfers, shall consider in good faith the view of Buyer in connection with such transfers and shall undertake such transfers in a manner reasonably designed to eliminate the potential future liability of Buyer for Excluded Liabilities.
Transfer of Excluded Assets and Excluded Liabilities. (a) Prior to the TFG Closing, Seller will, and will cause its Subsidiaries to, take all actions necessary or appropriate such that, to the extent reasonably practicable, TFG will own the TFG Acquired Assets as of the TFG Closing Date, and will not own any Excluded Assets or be responsible for any Excluded Liability as of the TFG Closing Date. For purposes of clarity, Section 1.02 of the Transaction Agreement will apply to any Excluded Assets and/or Excluded Liabilities discovered to be held by TFG at any time prior to May 1, 2020. Any Tax liabilities arising from the transfer of any Excluded Asset or Excluded Liability held by TFG to one or more members of the Seller Group shall, for the avoidance of doubt, constitute an Excluded Liability.
Transfer of Excluded Assets and Excluded Liabilities. No Security Interests. All Excluded Liabilities and all Excluded Assets shall have been transferred to and assumed by the Seller, all Funded Indebtedness of Imperial shall have been paid in full prior to or at the Closing and all Security Interests in the Shares and in any assets of Imperial except Permitted Liens shall have been fully released of record to the satisfaction of the Buyer and all mortgages and Uniform Commercial Code financing statements covering such Funded Indebtedness shall have been terminated or the Buyer shall be reasonably satisfied that all such Security Interests will be fully released of record within three (3) days thereafter. (xiii)
Transfer of Excluded Assets and Excluded Liabilities. All asset transfers, liability assumptions, assignments of contracts and other restructuring activities required to separate any assets of the Company that are not related exclusively to the Business or any liabilities of the Company that are not related primarily to the Business, including the Simply Mac Business, from the Company (including the transactions contemplated by Section 6.14) are or will be completed prior to the Closing. Effective as of the Closing, no further action will be required in connection with such asset transfers, liability assumptions, assignments of contracts or other restructuring activities required to separate the business of Seller and its Subsidiaries, including the Simply Mac Business, from the Company (including the transactions contemplated by Section 6.14). All such actions were and will be undertaken in accordance with all applicable Regulations and Contracts of the Company and Seller. Notwithstanding the foregoing, the physical assets included within Excluded Assets that are situated within Company offices as of the Closing Date will be removed by Seller, at its sole cost and expense, after the Closing Date as promptly as commercially reasonable and without any unreasonable interference with Company operations.
Transfer of Excluded Assets and Excluded Liabilities. Buyer shall have received evidence satisfactory to Buyer in its sole discretion that the Excluded Assets and Excluded Liabilities have been transferred to the Other Stockholder or to the Other Stockholder's designee.
Transfer of Excluded Assets and Excluded Liabilities. 3.1 Transfer of Excluded Liabilities to ResidualCo On the Closing Date, in accordance with the Closing Sequence and pursuant to the Approval and Reverse Vesting Order, the Excluded Liabilities shall be transferred to and assumed by ResidualCo. All of the Excluded Liabilities shall be discharged from the Company as of the Closing, pursuant to the Approval and Reverse Vesting Order.
Transfer of Excluded Assets and Excluded Liabilities. The Companies and the Subsidiaries shall use their Best Efforts to transfer all of the Excluded Assets and Excluded Liabilities that are held by them to one or more of the Sellers or an Affiliate of Sellers prior to the Closing. Such transfers shall be in a form and substance reasonably acceptable to Purchaser.
Transfer of Excluded Assets and Excluded Liabilities
