Transferred Assets; Assumed Liabilities. Buyer and Seller agree that all assets of the Deferred India Business as of the Deferred Transfer Date shall constitute “Transferred Assets” and all Liabilities of the Deferred India Business as of the Deferred Transfer Date shall constitute “Assumed Liabilities.”.
Transferred Assets; Assumed Liabilities. Except as set forth in Schedule 6.15 hereto, the transfer from Seller to Buyer of the tangible assets set forth on Schedule 1.1 hereto as part of the Transferred Assets and the customer contracts and distribution contracts that are included in the Assumed Liabilities under this Agreement are the tangible assets and the customer contracts and distribution contracts which Seller uses to operate its business in the K - 12 educational marketplace as that segment has been described and audited in the Special Purpose Audit, other than general non-education oriented contracts of Seller's parent. Notwithstanding anything to the contrary set forth in the Operative Agreements, Buyer's sole remedy for a breach of this Section 6.15 shall be for Seller to add such tangible assets or contracts as additional subject matters of this Agreement, if it is determined that such tangible assets or contracts were inappropriately excluded in breach of this representation. Seller's obligation shall apply to the extent that Buyer provides written notice to Seller and IBM specifically identifying such additional tangible assets or customer contracts or distribution contracts within one year after the Closing Date, and only to the extent that such tangible assets or contracts were actually used in the K - 12 educational marketplace activities of Seller occurring as of the Date of Execution of this Agreement, as that segment has been described and audited in the Special Purpose Audit.
Transferred Assets; Assumed Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, on the Closing Date Seller shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all of Seller’s right, title and interest in and to the Transferred Assets, free and clear of all Encumbrances, except for the Permitted Encumbrances.
Transferred Assets; Assumed Liabilities. (a) Seller (i) owns, leases, or has the legal right to use all of the tangible Transferred Assets and (ii) has good, legal, and valid title to, or, in the case of property held under a lease or other Contract, a valid leasehold interest in, all of the tangible Transferred Assets, free and clear of all Encumbrances, other than Permitted Encumbrances. Subject to Section 2.4, Buyer will acquire at Closing good, legal, and valid title to, or, in the case of property held under a lease or other Contract, a valid leasehold interest in, or a valid license or right to use, the tangible Transferred Assets, free and clear of all Encumbrances (other than Permitted Encumbrances). There are no adverse claims of ownership to the tangible Transferred Assets and the Seller has not received written notice that any Person has asserted a claim of ownership or right of possession or use in or to any of the tangible Transferred Assets.
Transferred Assets; Assumed Liabilities
