Transfer of Purchased Assets and Assumed Liabilities. (a) The entire beneficial interest in and to, and the risk of loss with respect to, the Purchased Assets and the Assumed Liabilities, shall pass to Buyer when the legal title thereto shall be transferred to Buyer.
(b) In the event that the legal interest in any of the Purchased Assets to be sold, assigned, transferred or conveyed pursuant to this Agreement, or any claim, right or benefit arising thereunder or resulting therefrom, cannot be sold, assigned, transferred or conveyed hereunder as of the Effective Time because any waiting or notice period has not expired or any consents or approvals required for such transfer have not been obtained or waived, then the legal interest in the Purchased Assets shall not be sold, assigned, transferred or conveyed. Seller shall, at its expense, and Buyer shall, at its expense, use commercially reasonable efforts to cooperate in obtaining such consents or approvals as may be necessary to complete such transfers as soon as practicable. If any such consent shall not be obtained, Seller shall cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefits intended to be assigned to Buyer under the relevant Purchased Assets including enforcement at the cost and for the account of Buyer of any and all rights of Seller against the other party thereto arising out of the breach thereof by such other party or otherwise. If and to the extent that such arrangement cannot be made, Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Purchased Assets.
(c) Except as provided in Section 6.2(a) with respect to certain Taxes, Seller and Buyer shall each bear fifty percent (50%) of the costs and expenses associated with the assignment to Buyer of all the Purchased Assets, and the recordation by Seller, of Intellectual Property.
(d) As of the Effective Time, Xxxxx agrees and undertakes to assume the Assumed Liabilities and to duly and properly perform and discharge the outstanding obligations of Seller under the Assumed Liabilities.
(e) The provisions of this Section 2.10 shall not affect the right of Buyer not to consummate the transactions contemplated by this Agreement if the conditions to its obligations hereunder contained in Article 7 have not been fulfilled. Nothing in this Agreement shall be construed as an attempt to assign to Buyer any legal interest in any of the Purchased Assets or Assumed Liabilities which, as a matter of law or by the terms of any legally...
Transfer of Purchased Assets and Assumed Liabilities. The Transferred Assets (other than the properties, assets, rights and claims of the Transferred Subsidiaries which shall be transferred through the purchase of the Transferred Shares pursuant to Section 2.1) shall be sold, conveyed, transferred, assigned and delivered, and the Assumed Liabilities shall be assumed, pursuant to transfer and assumption agreements or other instruments in such form as is necessary to effect a conveyance of the Transferred Assets and an assumption of the Assumed Liabilities in the jurisdictions in which such transfers are to be made, and which shall be satisfactory to the Buyer and the Company, to be executed (upon the terms and subject to the conditions hereof) on the Closing Date by the Company and the Buyer or the respective Designated Purchaser, and such other conveyance and assumption documents as may be required in such jurisdictions.
Transfer of Purchased Assets and Assumed Liabilities. At the Closing, except as otherwise provided in Section 2.08, the Purchased Assets shall be sold, conveyed, transferred, assigned and delivered to Buyer, free and clear of all Encumbrances (other than Permitted Encumbrances), and the Assumed Liabilities shall be assumed by Buyer, pursuant to transfer and assumption Contracts, bills of sale, endorsements, assurances, conveyances, releases, discharges, assignments, certificates, drafts, checks or other instruments in such form as is necessary to effect a sale, conveyance, transfer and assignment of the Purchased Assets and an assumption of the Assumed Liabilities as Buyer and Seller shall reasonably deem necessary, or as required by Law in order to consummate the transaction and, except as otherwise provided herein, to vest in Buyer valid title to the Purchased Assets free and clear of any Encumbrances (other than Permitted Encumbrances), which documents and instruments shall be executed (upon the terms and subject to the conditions hereof) on the Closing Date by Seller (and, as applicable, its Subsidiaries) and Buyer.
Transfer of Purchased Assets and Assumed Liabilities. Purchaser shall be entitled to designate, no later than five (5) Business Days prior to the Closing, one or more wholly owned Subsidiaries of Purchaser to receive any of the Purchased Assets; provided, however, that any such designation shall not relieve Purchaser of any of its obligations or Liabilities under this Agreement. The Purchased Assets shall be sold, conveyed, transferred, assigned and delivered to Purchaser or its designee, free and clear of all Liens except for Permitted Liens, and the Assumed Liabilities shall be assumed by Purchaser, pursuant to transfer and assumption documentation as shall be necessary to effect the sale, conveyance, transfer and assignment of the Purchased Assets and an assumption of the Assumed Liabilities in the jurisdictions in which such transfers are to be made, which documents and instruments shall be executed (on the terms and subject to the conditions hereof) at the Closing by Seller and Purchaser or its designee. Section 2.5 of the Seller Disclosure Letter lists the conveyance, transfer, assignment and assumption documents to be executed, delivered or filed at the Closing in connection with the transfer of the Purchased Assets in each such jurisdiction.
Transfer of Purchased Assets and Assumed Liabilities. The Purchased Assets shall be sold, conveyed, transferred, assigned and delivered, and the Assumed Liabilities shall be assumed, pursuant to transfer and assumption agreements and such other instruments in such form as may be necessary or appropriate to effect a conveyance of the Purchased Assets and an assumption of the Assumed Liabilities in the jurisdictions in which such transfers and assumptions are to be made. Such transfer and assumption agreements shall be jointly prepared by the Parties and shall include (i) a xxxx of sale in customary form to be agreed to by the Parties prior to the Asset Closing, (ii) an assignment and assumption agreement in customary form to be agreed to by the Parties prior to the Asset Closing, (iii) local asset transfer agreements for each jurisdiction other than the United States in which Purchased Assets or Assumed Liabilities are located in customary forms to be agreed to by the Parties prior to the Asset Closing and reflecting such terms as are required by local Law, and/or (iv) assignments of Intellectual Property in customary form to be agreed to by the Parties prior to the Asset Closing and (v) such other agreements as may reasonably be required to effect the purchase and assignment of the Purchased Assets and Assumed Liabilities (collectively, clauses (i)–(v), the “Ancillary Asset Agreements”) and shall be executed no later than at or as of the Asset Closing by the Company and/or one or more of its Subsidiaries, as appropriate, and Purchaser or one of its Subsidiaries.
Transfer of Purchased Assets and Assumed Liabilities. The Purchased Assets shall be sold, conveyed, transferred, assigned and delivered to Purchaser, free and clear of all Liens except for Permitted Liens, and the Assumed Liabilities shall be assumed by Purchaser, pursuant to transfer and assumption documentation as shall be necessary to effect the sale, conveyance, transfer and assignment of the Purchased Assets and an assumption of the Assumed Liabilities, which documents and instruments shall be executed (on the terms and subject to the conditions hereof) at the Closing by Sellers and Purchaser.
Transfer of Purchased Assets and Assumed Liabilities. From time to time after the Closing, upon the reasonable request of Buyer, Seller shall execute and deliver such other instruments of transfer and documents related thereto and take such other action as Buyer may reasonably request in order to more effectively transfer to Buyer and to place Buyer in possession and control of, the Purchased Assets, or to enable Buyer to exercise and enjoy all rights and benefits of Seller with respect thereto. From time to time after the Closing, Buyer shall execute and deliver such other instruments of transfer and documents related thereto and take such other actions as Seller may reasonably request in order to assure Buyer’s assumption of the Assumed Liabilities.
Transfer of Purchased Assets and Assumed Liabilities. (a) At the Closing, ITTI shall convey or cause to be conveyed to Purchaser title to the Owned Real Property in Virginia, Michigan and North Carolina by delivery of special warranty deeds duly executed and acknowledged in proper statutory form for recording subject only to Permitted Liens.
(b) At the Closing, the patents and patent applications included in the Purchased Assets shall be assigned to the Designated IP Transferees by one of the Intellectual Property Transferors, each of whom own certain of such patents and patent applications, by delivery of one or more assignment documents which (i) recite all of the patents and patent applications included in the Purchased Assets, (ii) are signed by each of the Intellectual Property Transferors and (iii) make a general assignment of each signatory's right, title and interest in the recited patents and patent applications. The Intellectual Property Transferors shall furnish Purchaser with such necessary information and reasonable assistance as Purchaser may reasonably request in connection with the preparation and filing of documents with any Governmental Authority for recording its ownership interest in the Intellectual Property included in the Purchased Assets.
(c) The other Purchased Assets shall be sold, conveyed, transferred, assigned and delivered, and the Assumed Liabilities shall be assumed, pursuant to transfer and assumption agreements or other instruments in such form as is necessary to effect a conveyance of the Purchased Assets and an assumption of the Assumed Liabilities in the jurisdictions in which such transfers are to be made, and which shall be reasonably satisfactory to Purchaser and ITTI, to be executed (upon the terms and subject to the conditions hereof) on the Closing Date by the respective Asset Seller and the respective Designated Asset Purchaser, and such other conveyance and assumption documents as may be required in such jurisdictions, whether or not listed on Schedule 2.3. Schedule 2.3 lists the conveyance and assumption documents to be executed, delivered and/or filed at Closing in connection with the Asset Purchase in each such jurisdiction.
Transfer of Purchased Assets and Assumed Liabilities. The Purchased Assets shall be sold, conveyed, transferred, assigned and delivered, and the Assumed Liabilities shall be assumed, pursuant to transfer and assumption agreements or other instruments in such form as is necessary and appropriate to effect a conveyance of the Purchased Assets and an assumption of the Assumed Liabilities in the jurisdictions in which such transfers are to be made. Such transfer and assumption agreements or other instruments shall be in a form reasonably satisfactory to Seller and Purchaser, and shall be executed no later than on the Closing Date by Seller and/or one or more of its Subsidiaries, as appropriate, and Purchaser. Purchaser and Seller will agree to identify the required transfer and assumption documents in each jurisdiction as promptly as practicable. Any transfer, filing, recordation or similar fees or Taxes shall be borne by Seller. Real estate Taxes and assessments (both general and special) shall be prorated to the Closing Date using the most recent assessment and levy, and such Taxes and assessments shall be reflected on the Closing Date Statement. Such prorations will be deemed to be final absent manifest error. Security deposits given by Seller as tenant with respect to leases for Leased Real Property and not refunded to Seller should be assigned to Purchaser and Seller given credit on the Closing Date Statement.
Transfer of Purchased Assets and Assumed Liabilities. The Purchased Assets shall be sold, conveyed, transferred, assigned and delivered, and the Assumed Liabilities shall be assumed, pursuant to transfer and assumption agreements, deeds, endorsements, consents or other instruments in such form as is necessary to effect a conveyance of good right, title and interest in, to and under the Purchased Assets and an assumption of the Assumed Liabilities in the jurisdictions in which such transfers are to be made, and which shall be satisfactory to the Buyer and the Seller, to be executed and delivered (upon the terms and subject to the conditions hereof) on the Closing Date by the Seller and/or its applicable subsidiaries and the Buyer.
