Transfer of Transferred Assets and Assumption of Assumed Liabilities Sample Clauses

Transfer of Transferred Assets and Assumption of Assumed Liabilities. Upon the terms and subject to the conditions of this Agreement, at the Closing (as hereinafter defined), (i) Seller shall sell, transfer and assign to Purchaser all of Seller’s right, title and interest in and to Transferred Assets, free and clear of any Liens, other than Liens reflected in the Interim Financial Statements (as hereinafter defined) to secure long-term borrowings (“Permitted Liens”); and (ii) Purchaser shall assume and be bound by, and agree to pay and perform, the Assumed Liabilities.
Sample 1
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Transfer of Transferred Assets and Assumption of Assumed Liabilities. (a) Upon the terms and subject to the conditions of this Agreement and the payment of the Purchase Price on the Closing Date, Seller Parties shall sell, assign and transfer to Purchaser all of Seller Parties' respective right, title and interest in the Transferred Assets; provided, however, that in no event shall the foregoing provision be deemed to require that Seller Parties transfer to Purchaser any items not included in the definition of "Transferred Assets" or not otherwise required to be transferred, sold, assigned or conveyed to Purchaser under the express terms of this Agreement or an Ancillary Agreement. All sales, assignments and transfers of the Transferred Assets shall be effected by (i) the Xxxx of Sale and (ii) the General Assignment and Assumption Agreement. With respect to all Third Party Computer Programs used exclusively in the Business as that business is conducted as of the date hereof and as of the Closing, Seller Parties shall: (i) transfer all right, title and interest in such licenses to the assignees to be designated by Purchaser; or (ii) obtain a separate license in the name of the entities to be designated by Purchaser, such license to grant equivalent or greater rights than Purchaser's in the Third Party Computer Programs. The foregoing choice with respect to Third Party Computer Programs shall be at Purchaser's election, but only to the extent permitted by the applicable third party vendor. Purchaser shall inform Seller Parties of its choice between the foregoing options (i) and (ii) within ten (10) days after Purchaser receives from Seller Parties a complete list by vendor of Third Party Computer Programs, which list shall specify the options that are available for each such program. In the event that there is a difference in cost between alternative options for a particular Third Party Computer Program and Purchaser elects the more expensive option, the incremental cost shall be at Purchaser's expense. Except for such incremental costs, which shall be paid solely by Purchaser, and royalty or license fees to be paid in the ordinary course after the Closing Date, all costs and expenses associated with the foregoing clause (i) or (ii) up to an aggregate amount (which shall include the amounts specified in the penultimate sentence of Section 5.30(b)) of $250,000 shall be shared equally between Seller Parties and Purchaser. Seller Parties shall be responsible for any such costs and expenses exceeding $250,000.
Sample 1
Transfer of Transferred Assets and Assumption of Assumed Liabilities. Upon the terms and subject to the conditions of this Agreement, at the Closing (as hereinafter defined), (i) Seller shall sell, transfer and assign to Purchaser all of Seller's right, title and interest in and to Transferred Assets, free and clear of any Liens, other than Liens reflected in the Interim Financial Statements (as hereinafter defined) to secure long-term borrowings ("Permitted Liens"); and (ii) Purchaser shall assume and be bound by, and agree to pay and perform, the Assumed Liabilities. 5NEXT PAGE Notwithstanding anything to the contrary in this Agreement, the Excluded Assets shall not hereby be sold or transferred by Seller and shall be retained by it, and the Excluded Liabilities shall not hereby be assumed by Purchaser and shall remain the exclusive liabilities and obligations of Seller.
Sample 1
Transfer of Transferred Assets and Assumption of Assumed Liabilities. In furtherance of the Reorganization and the allocation of the Transferred Assets and the Assumed Liabilities in accordance with Section 1.2: (a) the applicable member of the Sasol Group shall execute and deliver such bills of sale, deeds and conveyance instruments, stock powers, certificates of title, assignments of contracts and other instruments of transfer, Conveyance and assignment, as and to the extent reasonably necessary to evidence right, title and interest of NewCo or any of its designated Subsidiaries in and to the Transferred Assets and (b) NewCo and its designated Subsidiaries shall execute and deliver such assumptions of Contracts and other instruments of assumption as and to the extent reasonably necessary to evidence the valid and effective assumption of the Assumed Liabilities by NewCo or its designed Subsidiaries. All of the foregoing documents contemplated by this Section 2.3 shall be referred to, collectively, herein as the “Transfer Documents.” For the avoidance of doubt, the obligations with respect to the allocation of Transferred Assets and Assumed Liabilities in accordance with Section 1.2, and the execution and delivery of documents provided in this Section 2.3, does not extend to the Conveyance of, or execution or delivery of documents with respect to, any Transferred Assets that are already held as of the Separation Time by NewCo or any of its Subsidiaries (which Transferred Asset shall continue to be held by NewCo) or any Assumed Liability that as of the Separation Time is already a Liability of NewCo or any of its Subsidiaries (which Assumed Liability shall continue to be a Liability of NewCo or such Subsidiary). Sasol Chemicals shall keep the Investor Member reasonably informed regarding the status of, and any material terms proposed in, any Transfer Documents, including providing the Investor Member with a copy of each draft Transfer Document and a reasonable opportunity to consult and comment thereon, and shall consider in good faith any comments made by Investor Member with respect thereto; provided, that the Investor Member shall diligently and promptly review all drafts of such Transfer Documents and provide comments, if any, thereto to Sasol Chemicals no later than two (2) Business Days from receipt thereof from Sasol Chemicals.
Sample 1

Related to Transfer of Transferred Assets and Assumption of Assumed Liabilities

  • Transfer of Assets and Assumption of Liabilities (a) On or prior to the Effective Time, but in any case prior to the Distribution, in accordance with the Plan of Reorganization:

  • Assumption of Assumed Liabilities Buyer hereby assumes and agrees to honor, pay and discharge when due the Assumed Liabilities.

  • Transfer of Assets; Assumption of Liabilities (a) Prior to the Distribution, Pinnacle shall effect the steps of the plan and structure set forth on Schedule 2.1(a) (such plan and structure being referred to herein as the “Plan of Reorganization”), including:

  • Purchase and Sale of Assets Assumption of Liabilities 8 2.1 Purchase and Sale of Assets 8 2.2 Excluded Assets 10 2.3 Assumption of Liabilities 11 2.4 Excluded Liabilities 12 2.5 Further Conveyances and Assumptions; Consent of Third Parties 12 2.6 Purchase Price Allocation 13

  • Transfer of Assets and Liabilities On the Effective Date, the rights, privileges, powers and franchises, both of a public as well as of a private nature, of each of the Constituent Corporations shall be vested in and possessed by the Surviving Corporation, subject to all of the disabilities, duties and restrictions of or upon each of the Constituent Corporations; and all and singular rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, of each of the Constituent Corporations, and all debts due to each of the Constituent Corporations on whatever account, and all things in action or belonging to each of the Constituent Corporations shall be transferred to and vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest, shall be thereafter the property of the Surviving Corporation as they were of the Constituent Corporations, and the title to any real estate vested by deed or otherwise in either of the Constituent Corporations shall not revert or be in any way impaired by reason of the Merger; provided, however, that the liabilities of the Constituent Corporations and of their shareholders, directors and officers shall not be affected and all rights of creditors and all liens upon any property of either of the Constituent Corporations shall be preserved unimpaired, and any claim existing or action or proceeding pending by or against either of the Constituent Corporations may be prosecuted to judgment as if the Merger had not taken place except as they may be modified with the consent of such creditors and all debts, liabilities and duties of or upon each of the Constituent Corporations shall attach to the Surviving Corporation, and may be enforced against it to the same extent as if such debts, liabilities and duties had been incurred or contracted by it.

  • Assignment and Assumption of Contracts Two (2) counterpart originals of the Assignment and Assumption of Contracts, duly executed by Seller.

  • Transfer and Assumption (a) Subject to obtaining Lender's prior written consent, which may be withheld in Lender's reasonable and absolute discretion, and subject to the terms and satisfaction of all of the conditions precedent set forth in this Section 5.26.3, Borrowers shall have a one-time right to Transfer the Property to one or more parties (the "TRANSFEREE BORROWER") and have the Transferee Borrower assume all of Borrowers' obligations under the Loan Documents, and have replacement guarantors and indemnitors assume all of the obligations of the indemnitors and guarantors of the Loan Documents (collectively, a "TRANSFER AND ASSUMPTION"). Borrowers may make a written application to Lender for Lender's consent to the Transfer and Assumption, subject to the conditions set forth in paragraphs (b) and (c) of this Section 5.26.3. Together with such written application, Borrowers will pay to Lender the reasonable review fee then required by Lender. Borrowers also shall pay on demand all of the reasonable costs and expenses incurred by Lender, including reasonable attorneys' fees and expenses, and including the fees and expenses of Rating Agencies and other outside entities, in connection with considering any proposed Transfer and Assumption, whether or not the same is permitted or occurs.

  • Assignment and Assumption of Liabilities Seller hereby assigns to Split-Off Subsidiary, and Split-Off Subsidiary hereby assumes and agrees to pay, honor and discharge all debts, adverse claims, liabilities, judgments and obligations of Seller as of the Effective Time, whether accrued, contingent or otherwise and whether known or unknown, including those arising under any law (including the common law) or any rule or regulation of any Governmental Entity or imposed by any court or any arbitrator in a binding arbitration resulting from, arising out of or relating to the assets, activities, operations, actions or omissions of Seller, or products manufactured or sold thereby or services provided thereby, or under contracts, agreements (whether written or oral), leases, commitments or undertakings thereof, but excluding in all cases the obligations of Seller under the Transaction Documentation (all of the foregoing being referred to herein as the “Assigned Liabilities”). The assignment and assumption of Seller’s assets and liabilities provided for in this Article I is referred to as the “Assignment.”

  • Assumed Liabilities Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge only the following Liabilities of Seller (collectively, the “Assumed Liabilities”), and no other Liabilities:

  • Conveyance of Transferred Assets In consideration of the Issuer’s sale and delivery to, or upon the order of, the Seller of all of the Notes and the Certificate on the Closing Date, the Seller does hereby irrevocably sell, transfer, assign and otherwise convey to the Issuer without recourse (subject to the obligations herein) all right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the Transferred Assets, as evidenced by an assignment substantially in the form of Exhibit A delivered on the Closing Date. The sale, transfer, assignment and conveyance made hereunder does not constitute and is not intended to result in an assumption by the Issuer of any obligation of the Seller or the Originator to the Obligors, the Dealers, insurers or any other Person in connection with the Receivables or the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto.

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