Transfer of Other Assets. Prior to the Effective Time and to the extent not already completed, in accordance with the Separation Transactions:
(i) Linn shall, and shall cause the applicable members of the Linn Group to, as applicable, transfer, contribute, assign and convey or cause to be transferred, contributed, assigned and conveyed (“Transfer”), to SpinCo or the applicable member of the SpinCo Group all of Linn’s and the applicable Linn Group members’ respective right, title and interest in and to the SpinCo Assets; and
(ii) SpinCo shall, and shall cause the applicable members of its Group to, as applicable, Transfer to Linn or the applicable member of the Linn Group all of SpinCo’s and the applicable SpinCo Group members’ respective right, title and interest in and to the Linn Assets.
Transfer of Other Assets. The transfer of the Other Assets to the Other Buyer as contemplated by the Subscription Agreement in exchange for the consideration provided therein shall have been consummated on or prior to the Closing Date.
Transfer of Other Assets. All assets and properties currently used by any SPAR Party in the conduct of its business that are not owned (in whole or in part) by, licensed to or leased by a SPAR Party as of the date of this Agreement (if any) shall have been transferred or assigned to a SPAR Party without the payment of any consideration therefor, as evidenced by the certificate of the SPAR Parties and copies of all such assignments (if any).
Transfer of Other Assets. Subject to the conditions precedent set forth herein, INTERNATIONAL MONITORING, INC. hereby agrees to sell, assign, transfer and convey to Buyer the right to use the name “INTERNATIONAL MONITORING” and any variations thereof in connection with the continued conduct of the Contracts by Buyer, as well as any other trademarks or trade names used in connection with the Contracts, any non-compete, non-solicit and/or confidentiality agreements, or goodwill rights as a result of business acquisitions or from employment arrangements.
Transfer of Other Assets. Except as otherwise provided in the Loan Agreement and/or Security Agreement, Mortgagor shall not, directly or indirectly, sell, convey, or transfer or permit to be sold, conveyed, or transferred any of its assets outside of the ordinary course of business of Mortgagor. The term “assets” as used in this Section does not include the Mortgaged Property, the sale, conveyance, or transfer of which is prohibited as provided in Section 6.4 hereof.
Transfer of Other Assets. Subject to the terms and conditions of this Agreement, as of the Effective Time, Seller will transfer, convey, assign and deliver to Purchaser all of Seller's right, title and interest in and to (a) the equipment, furniture, vault, machinery, fixtures, signage, leasehold improvements, security devices and systems and other similar fixed assets at the Cambridge Office as of the Effective Date, excluding, however, any of the foregoing upon which the name, logo or other intellectual property of Seller is affixed and not readily removable (the "Fixed Assets"); (b) all inventories and supplies on hand at the Cambridge Office as of the Effective Date, except for supplies upon which the name, logo or other intellectual property of Purchaser is affixed; (c) books and records of Seller as described in Section 1.08(g) hereof; (d) all of Seller's right, title and interest in and to all contracts, equipment and personal property leases and other agreements and commitments of Seller attributable to the Cambridge Office (all such contracts and agreements as set forth on Schedule 1.04, the "Contracts"), which Purchaser will notify Seller of its election to assume hereunder within one week of Seller providing copies or making available copies of the Contracts to Purchaser (together with the safe deposit box leases, the Lease (as defined in Section 1.05), the "Assumed Contracts"); and (e) cash on hand at the Cambridge Office, (including vault cash, petty cash, automated teller machine ("ATM") cash, if any, and tellers xxxx), cash due and cash items in the process of collection for the Cambridge Office at the Effective Time (all such assets described in (a) - (e), the "Other Assets").
Transfer of Other Assets. The Seller shall assign to the Company its right and interest in the BSG Documents. Schedule 4.12 - Leases
a. Non-BSG Leases
1. Leasehold: Stamford, CT Tenant: International Systems Services, Ltd., a former subsidiary of the Company. Action: To be assigned to RWITCS.
Transfer of Other Assets. Any assets other than Company Stock held in the Trust pursuant to Section 2.1 shall be transferred by the Trustee in such amounts and at such times to or for the benefit of such Plans (or their participants and beneficiaries) at the same time and in the same proportion as Released Shares are allocated to such Plans.
Transfer of Other Assets. GMFR shall sell, transfer and assign to the Towns all of the following additional described assets owned and used by GMFR in the conduct of its business (“Other Assets”):
(a) All of GMFR’s general intangibles, know-how, standard operating guidelines/practices, regulations, contractual rights and obligations, agreements, bank and other financial accounts, accounts receivable, all funds and other financial assets, by-laws, corporation records, budgets and other financial documents, tax files, personnel files and other employee and member records, training certifications, training materials, web site, grant documents, loan documents, and all related materials without limitation, as more particularly described in, Exhibit E, attached hereto and incorporated herein by reference. Exhibit E may not be an exhaustive list and thus to the extent that GMFR is in possession of assets that fall into the general category described in subsection (a) above but are not included in Exhibit E, those assets shall nonetheless be considered Other Assets under this Agreement and are to be transferred to the Towns as well; provided, however that the following funds shall not be transferred to the Towns: 1) GMFR’s charitable financial assets, as described in Section 3.6 below; 2) a reasonable sum to provide temporary support for a part-time employee of GMFR (as the re-named/re-purposed entity described in 3.1 below) to manage its charitable and temporary landowning functions in an amount approved by the Towns, as set forth in Section 3.4 below; 3) funds remaining to be paid under the 2010 construction contract between GMFR and Xxxxxxxxxxx Brothers, Inc. (GMFR shall be responsible for paying out the remaining funds when due); and 4) a reasonable sum to cover additional costs associated with the temporary ownership of the Real Property, in an amount approved by the Towns that takes into account the Town’s payment obligations under the Lease. Notwithstanding the foregoing, GMFR shall transfer the aforementioned retained funds that relate to the Real Property to the Towns at the time of the Real Property Closing; in no event shall those funds be used or retained by GMFR for a purpose not related to the Real Property.
Transfer of Other Assets. TRANSITIONAL SERVICES AGREEMENT
5.1 Vernalis hereby transfers effective on (and contingent upon) the Closing Date in the USA transfer to Endo with full title guarantee and free of any Encumbrance:
5.1.1 in a novation or assignment and in a form satisfactory to Endo acting reasonably, the Managed Care Agreements and Assigned Contracts and the Supply and Technical Agreements;
5.1.2 the Stock;
5.1.3 all right, title and interest in the Copyrights (including the Marketing Materials) and the registrations for the Domain Names.
5.2 Vernalis shall during the Interim Period procure the provision to Endo of the services specified in the Transitional Services Agreement (with the Costs to Vernalis (if any) to be reimbursed by Endo to Vernalis within thirty (30) days of receipt by Endo of Vernalis receipt therefor), but shall terminate each service provided under the Transitional Services Agreement as soon as practicable as agreed between Vernalis and Endo. For the avoidance of doubt it is declared and agreed that such services may be terminated on different dates and, if it is necessary for Vernalis to extend the time period for provision of certain services provided by the Elan Group pursuant to the Transitional Services Agreement (to the extent Vernalis has the right to extend the time period for such services pursuant to the Transitional Services Agreement) to comply with the provisions of this Clause 5, it shall do so. In relation to such services provided by Vernalis, after the Closing Date, Vernalis shall provide to Endo on a weekly basis a report, which will include a description of actions, if any, taken by Vernalis or the Elan Group under the Transitional Services Agreement which may materially affect the Product. Except as otherwise provided in this Clause 5, Vernalis shall cause the Transitional Services Agreement to remain in full force and effect during the Interim Period, and thereafter, to the extent requested by Endo, but in no event to extend beyond the expiration date of the Transitional Services Agreement.
5.3 On and after the Closing Date, Vernalis shall deliver to Endo all purchase orders for Product received by Vernalis or Elan.
5.4 After the Closing Date, Vernalis will use Commercially Reasonable Efforts to ensure that all Managed Care Agreements relating to the Product which are not assigned to Endo hereunder (the “Non-Assigned Contracts”) are maintained by the Elan Group until the earlier of: (i) the date Endo provides written notice to Verna...
