Transfer of FE Assets Sample Clauses

Transfer of FE Assets. Upon the terms and subject to the satisfaction of the conditions contained in this Agreement, each applicable FE Subsidiary, as designated in Schedules 4.1 (Avon Lake), 4.1 (New Castle) and 4.1 (Niles), agrees that all of its ownership rights and interests in and to all of the assets (except for Excluded FE Assets) constituting, or used in, and necessary to generate electricity from, its FE Plant, including, without limitation, those assets identified in Schedule 4.1 and those assets described below, each as in existence on the Exchange Closing Date (collectively, "FE Assets"), will be assigned and conveyed to DLC, free and clear of all Encumbrances (except for Permitted Encumbrances (FE Assets)), and DLC agrees that it will have assumed and acquired such beneficial ownership rights and interests in the FE Assets from the FE Subsidiaries, such assignment, conveyance, assumption and acquisition to be effective as of the satisfaction or waiver of the last of the conditions to the Exchange Closing set forth in Article IX by the Party entitled to the benefit of such condition.
Sample 1Sample 2
AutoNDA by SimpleDocs
Transfer of FE Assets. Upon the terms and subject to the satisfaction of the conditions contained in this Agreement, at the Auction Closing (as defined in Section 3.1) Seller will sell, assign and convey beneficial ownership, and cause each FE Subsidiary, pursuant to Section 2.1B, to transfer and deliver its Purchased FE Assets (as defined below) and Buyer will purchase, assume and acquire from Seller, and accept transfer and delivery from each FE Subsidiary, free and clear of all Encumbrances (except for Permitted Encumbrances), all of Seller's and such FE Subsidiary's right, title and interest in and to all the assets (except for Excluded FE Assets) constituting, or used in and necessary to generate electricity from, the FE Plants, including, without limitation, those assets identified in Schedule 2.1A and those assets described below, each as in existence on the Auction Closing Date (collectively, the "Purchased FE Assets"):
Sample 1

Related to Transfer of FE Assets

  • 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 Funds From such funds as may be available for the purpose in the relevant Fund Custody Account, and upon receipt of Proper Instructions specifying that the funds are required to redeem Shares of the Fund, the Custodian shall wire each amount specified in such Proper Instructions to or through such bank or broker-dealer as the Trust may designate.

  • Transfer of Know-How To facilitate Licensee’s accomplishment of the responsibilities set forth in Section 4.01 above, within thirty (30) days of the Effective Date of this Agreement GenuPro shall in good faith supply Licensee with copies of the GenuPro Know-How, Lilly Know-How and Lilly Manufacturing Know-How pertinent to the development of the GenuPro Compound in the Field that GenuPro is able to provide using commercially reasonable efforts and which is in the possession of GenuPro on the Effective Date, and shall transfer to Licensee the legal title to any IND on the GenuPro Compound presently on file in GenuPro’s name with the FDA and any comparable filings in other countries of the Territory. GenuPro shall also facilitate transfer of GenuPro Compound manufacturing-related information (including any associated quality and analytical information) to Licensee from those Third Parties from which GenuPro or PPD has received quotations for manufacturing GenuPro Compound that GenuPro is not under any obligation to keep confidential from a third party. GenuPro will provide Licensee with all relevant information available and known to GenuPro or PPD concerning the safety, handling, use, disposal and environmental effects of the GenuPro Compound or as may be useful to Licensee to conduct the Project, including but not limited to any communications with regulatory agencies. [*] Confidential treatment requested; certain information omitted and filed separately with the SEC.

  • Transfer of Company Property On or before the Termination Date, Executive shall turn over to the Company all files, memoranda, records, and other documents, and any other physical or personal property which are the property of the Company and which he had in his possession, custody or control at the time he signed this Agreement.

  • Transfer of Membership Interests (a) The Member may transfer its Membership Interest, in whole but not in part, but the transferee shall not be admitted as a Member except in accordance with Section 6.07. Until the transferee is admitted as a Member, the Member shall continue to be the sole member of the Company (subject to Section 1.02) and to be entitled to exercise any rights or powers of a Member of the Company with respect to the Membership Interest transferred.

  • Transfer of Membership Interest The Sole Member may Transfer any part or all of its rights and interest (including, but not limited to, its Capital Account) in the Company (each a “Membership Interest”) now owned or hereafter acquired to any Person, and the transferee of such Membership Interest shall become a Member of the Company.

  • Limitation on Transfer of Ownership Rights (a) No sale or other transfer of record or beneficial ownership of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) shall be made to a Disqualified Organization or an agent of a Disqualified Organization. The transfer, sale or other disposition of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) to a Disqualified Organization shall be deemed to be of no legal force or effect whatsoever and such transferee shall not be deemed to be an Owner for any purpose hereunder, including, but not limited to, the receipt of distributions on such Class R Certificate. Furthermore, in no event shall the Trustee accept surrender for transfer, registration of transfer, or register the transfer, of any Class R Certificate nor authenticate and make available any new Class R Certificate unless the Trustee has received an affidavit from the proposed transferee in the form attached hereto as Exhibit H. Each holder of a Class R Certificate by his acceptance thereof, shall be deemed for all purposes to have consented to the provisions of this Section 5.08(a).

  • Transfer of Equity Interest Upon each exercise of the Option under this Agreement:

  • Sale and Transfer of Assets Subject to the terms and conditions set forth in this Agreement, Seller agrees to sell, convey, transfer, assign, and deliver to Buyer, and Buyer agrees to purchase from Seller, all of Seller’s rights, title and interests in and to the Assets.

  • Transfer of Note Each provision of this Note shall be and ---------------- remain in full force and effect notwithstanding any negotiation or transfer hereof and any interest herein to any other Holder or participant.

Time is Money Join Law Insider Premium to draft better contracts faster.