Transferred Assets and Assumed Liabilities Sample Clauses

Transferred Assets and Assumed Liabilities. It is intended by the parties that on the Closing Date, Goldcorp will acquire from Barrick all of the Goldcorp Assets and that from and after the Closing Date, Goldcorp will be responsible for all of the Goldcorp Liabilities. It is the further intention of the parties that in connection with the transfer contemplated in this Agreement, Goldcorp will not acquire any interest in any other assets (except for interests in persons with a direct or indirect interest in the Goldcorp Assets or Goldcorp Liabilities (and not in other assets or Liabilities)) or become responsible for any other Liabilities of Placer or its Affiliates. In order to give effect to such intentions:
Sample 1Sample 2
AutoNDA by SimpleDocs
Transferred Assets and Assumed Liabilities. Certain Transferred Assets to be transferred and certain Assumed Liabilities to be assumed pursuant to this Agreement are to be transferred and assumed on or before December 15, 1999. Certain other Transferred Assets to be transferred and Assumed Liabilities to be assumed are to be transferred and assumed as of the close of business on the Distribution Date. Schedule I hereto sets forth the Transferred Assets and Assumed Liabilities and their respective transfer and assumption dates. ACX and CTI agree to execute such Xxxx of Sale, Assignment and Assumption Agreements as necessary or desirable to effect such transfers and assumptions in accordance with this Agreement and such Schedule.
Sample 1
Transferred Assets and Assumed Liabilities. Subject to the provisions of this Agreement: (a) Green Bay and Bidco each agree to sell or cause to be sold, and Atlanta agrees to purchase, all of the Transferred Assets; and
Sample 1
Transferred Assets and Assumed Liabilities. 2.1 Transferred Assets; Excluded Assets 2.2 Assumed Liabilities; Excluded Liabilities
Sample 1
Transferred Assets and Assumed Liabilities. 2.1.1 On and subject to the terms and conditions of this Agreement, at the Closing Seller shall, and shall cause its relevant Affiliates specified in Schedule 5 to, against delivery of the Shares, sell, assign, transfer, convey and deliver to Purchaser (or any Affiliate of Purchaser specified in Schedule 5 or designated by Purchaser after the date hereof), and Purchaser shall (or shall cause one or more Affiliates of Purchaser designated by Purchaser and specified in Schedule 5) purchase, acquire and accept from Seller and its relevant Affiliates, all of the right, title and interest in, to and under the following assets, properties, rights and claims free and clear of all Encumbrances (other than the Encumbrances set forth on Section 5.2 of the Disclosure Schedule) (collectively, the “Transferred Assets”), in each case other than the Excluded Assets:
Sample 1
Transferred Assets and Assumed Liabilities. The Transferred Assets consist of all right, title and interest of the Transferor in and to the properties, assets, and rights of every nature, kind and description, tangible and intangible (including good will), whether real, personal or mixed, whether accrued, contingent or otherwise held by the Transferor (collectively, the “Assets”), including without limitation all of the items in the following categories:
Sample 1
Transferred Assets and Assumed Liabilities 
Sample 1
AutoNDA by SimpleDocs

Related to Transferred Assets and Assumed Liabilities

  • 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:

  • Assumption of Assumed Liabilities The Buyer hereby expressly assumes and agrees to pay, perform and discharge in accordance with their terms the Assumed Liabilities.

  • No Assumed Liabilities Buyer will not assume any liabilities of ---------------------- Seller or Seller's Operations.

  • 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:

  • Transferred Assets (a) As of the Effective Time (as defined in Section 2.1) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interests of Seller in the following assets associated with the Banking Centers and identified in this Agreement and the Schedules and Exhibits hereto, and not otherwise excluded pursuant to the provisions of Subsection 1.1(b):

  • Excluded Assets and Liabilities Notwithstanding that this ------------------------------- Agreement relates to the purchase of capital stock from Seller by Purchaser, which results in the Company retaining any and all of its assets and liabilities, it is understood and agreed that Xxxxxx shall remove from the Company's premises prior to Closing and/or, as appropriate, remove from the Company's books and records, only those particular assets set forth on Schedule 1.3 hereto (the "EXCLUDED ASSETS"). Further, Xxxxxx shall assume any and all liabilities set forth on Schedule 1.3 hereto (the "EXCLUDED LIABILITIES"). Purchaser agrees that it shall cause Xxxxxx and the Company to execute any and all such bills of sale, deeds, assignments and/or agreements as may be necessary to transfer title to the Excluded Assets to Xxxxxx and to assign and/or transfer the Excluded Liabilities to Xxxxxx. The parties hereto further agree that no other assets of the Company, whether tangible or intangible, shall have been or shall be removed from the Company's premises or from the Company's books and records except in the ordinary course of the Company's Business as provided herein from and after December 31, 1995 through the Closing Date.

  • Acquired Assets Subject to the terms and conditions of this Agreement, at and as of the Closing, Seller shall sell, assign, convey, transfer and deliver to Purchaser, and Purchaser shall purchase, acquire and take assignment and delivery of, all of the assets (wherever located) (other than the Excluded Assets) that are owned by Seller or that are used by Seller in the Business, in each case free and clear of all Liens, including all of Seller’s right, title and interest in and to the following:

  • Assumed Liabilities; Excluded Liabilities (a) Pursuant to the terms and subject to the conditions of this Agreement, at the Closing, Sellers shall sell, convey, deliver, transfer and assign to Buyer (or its designated Affiliate), and Buyer (or its designated Affiliate) shall assume from Sellers the Assumed Liabilities.

  • Purchased Assets Subject to the terms and conditions of this Agreement, at the Closing, each Seller shall sell, convey, assign, transfer and deliver to the Buyer, and the Buyer shall purchase, free and clear of all Encumbrances, all right, title and interest of such Seller in and to the following Assets (collectively, the “Purchased Assets”):

  • Retained Liabilities The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. “Retained Liabilities” shall mean every Liability of Seller other than the Assumed Liabilities, including:

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