Acquisition of Transferred Assets and Assumption of Assumed Liabilities Sample Clauses

Acquisition 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 Preliminary Purchase Price on the Closing Date, VFL shall sell, assign and transfer, or cause to be transferred, to Purchaser all of VFL's right, title and interest in the Transferred Assets, and all sales, assignments and transfers of the Transferred Assets shall be effected as follows:
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Acquisition 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 Sellers shall sell, assign and transfer to Purchaser or LLANY, as applicable, all of Sellers' right, title and interest in the Transferred Assets; provided, however, that the amount of cash or cash equivalents included within the Transferred Assets to be transferred to Purchaser or LLANY shall be determined in accordance with Section 2.03 and adjusted pursuant to Section 2.04 hereof. All sales, assignments and transfers of the Transferred Assets, other than cash or cash equivalents, shall be effected by the Xxxx of Sale and Assumption Agreement. Notwithstanding anything in this Agreement to the contrary, but subject to the provisions of Section 5.03 hereof, Sellers shall be entitled to keep and maintain copies of all Books and Records and Post-Closing Records from and after the Closing, and to have access to the originals of the Books and Records and Post-Closing Records in accordance with the terms hereof.
Sample 1
Acquisition of Transferred Assets and Assumption of Assumed Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, at the Closing, MONY shall sell, assign and transfer to AUSA Life and AUSA Life shall acquire from MONY all of MONY's right, title and interest in the Transferred Assets; provided, however, that as to the assets held in MONY Separate Accounts, such transfers shall be made to AUSA Life Separate Accounts and, in the event that one or more Permits required to transfer all of such assets have not been obtained as of the Closing Date, such assets shall be transferred to AUSA Life Separate Accounts, if at all, at the times specified in the Assumption Reinsurance Agreement. All sales, assignments and transfers of the Transferred Assets shall be effected by the Assumption Reinsurance Agreement, the Indemnity Reinsurance Agreement, the Assumption Agreement and the Transfer Documents. Notwithstanding anything in this Agreement to the contrary, but subject to the provisions of Article VIII and Section 5.05 hereof, MONY shall be entitled to keep and maintain copies of all Books and Records from and after the Closing, and to 25 42 have access to the originals of the Books and Records in accordance with the terms hereof.
Sample 1
Acquisition of Transferred Assets and Assumption of Assumed Liabilities. Upon the terms and subject to the conditions of this Agreement, on the Closing Date and as of the Effective Time each Seller shall sell, assign and transfer to Purchaser or its Affiliate (as contemplated by Section 2.05) all of its right, title and interest in, and cause each of its Affiliates to sell, assign and transfer to Purchaser or its Affiliate (as contemplated by Section 2.05) all of its right, title and interest in, the Transferred Assets and the Assigned and Assumed Contracts, and Purchaser shall assume the Assumed Liabilities pursuant to the Transfer Documents. Notwithstanding anything in this Agreement to the contrary, (i) the delivery of the Business Books and Records is subject to the terms of the Transition Services Agreement and the Administrative Services Agreement and (ii) each Seller shall be entitled to keep the originals of all Business Books and Records from and after the Effective Time (the delivery of Business Books and Records involving the delivery of copies).
Sample 1
Acquisition 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 Preliminary Purchase Price, on the Closing Date, Seller shall sell, assign and transfer to Purchaser and Newco, as applicable, all of Seller's right, title and interest in the Transferred Assets; PROVIDED, HOWEVER, that, as to the assets held in the Seller Separate Account, such transfers shall be made to the Purchaser Separate Accounts and the Newco Separate Accounts, respectively, and such assets shall be transferred, if at all, at the times specified in the respective Assumption Reinsurance Agreements; and, PROVIDED FURTHER, that the cash and Cash Equivalents shall be determined and transferred in accordance with the provisions of Sections 2.02(b), 2.03 and 2.04 hereof; and, PROVIDED FURTHER, that Seller shall assign and transfer to Purchaser and Newco, as applicable, all of Seller's ownership rights, title and interest in the contract loans under the Insurance Contracts, if at all, at the times specified in the respective Assumption Reinsurance Agreements. All sales, assignments and transfers of the Transferred Assets shall be effected by the Indemnity Reinsurance Agreements, the Assumption Reinsurance Agreements, the Xxxx of Sale and the General Assignment Agreements. Notwithstanding anything in this Agreement to the contrary, but subject to the provisions of Section 5.04 hereof, Seller shall be entitled to keep and maintain copies of all Books and Records from and after the Closing, and to have access to the originals of the Books and Records in accordance with the terms hereof.
Sample 1
Acquisition 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 shall sell, assign and transfer to Purchaser all of its right, title and interest in the Transferred Assets; provided, however, that the amount of cash or Cash Equivalents included within the Transferred Assets to be transferred to Purchaser shall be determined and adjusted in accordance with Section 2.03. All sales, assignments and transfers of the Transferred Assets shall be effected by the Transfer Documents. Notwithstanding anything in this Agreement to the contrary, Seller shall be entitled to keep and maintain copies of all Books and Records from and after the Closing, and to have access to the originals of the Books and Records in accordance with Section 8.01 hereof.
Sample 1
Acquisition 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 and CLIC shall sell, assign and transfer to Purchaser and LLANY, as applicable, all of Seller's and CLIC's right, title and interest in the Transferred Assets; provided, however, that the amount of cash and Investment Assets to be transferred shall be determined in accordance with the provisions of Section 2.03 and adjusted as required by Section 2.04 hereof. All sales, assignments and transfers of the Transferred Assets other than the Subsidiary Stock, cash and Investment Assets shall be effected by the Bill of Sale and the Generxx Xssignment and Assumption Agreement. The sale, assignment and transfer of the Subsidiary Stock shall be effected pursuant to the Stock Purchase Agreement. Investment Assets shall be transferred by such instruments of transfer or book entry transfer, as appropriate, as are reasonably acceptable to Seller, CLIC, Purchaser and LLANY. Notwithstanding anything in this Agreement to the contrary, but subject to the provisions of Section 5.04 hereof, Seller and CLIC shall be entitled to keep and maintain copies of all Books and Records from and after the Closing, and to have access to the originals of the Books and Records in accordance with the terms hereof.
Sample 1
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Related to Acquisition of Transferred Assets and Assumption of Assumed 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.

  • 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:

  • 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; Assumption of Liabilities (a) Prior to the Distribution, in accordance with the plan and structure set forth on Schedule 2.1(a) (such plan and structure being referred to herein as the “Spinoff Plan”) and to the extent not previously effected pursuant to the steps of the Spinoff Plan that have been completed prior to the date hereof:

  • 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.”

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

  • 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.

  • Payoffs and Assumptions The Seller shall provide to the Purchaser, or its designee, copies of all assumption and payoff statements generated by the Seller on the related Mortgage Loans from the related Cut-off Date to the related Transfer Date.

  • 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.

  • 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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