Asset Transfer. Seller shall have delivered to Buyer the following instruments of transfer and assignment in accordance with the provisions hereof, transferring to Buyer all of Seller's right, title and interest in and to the Assets, free and clear of all Liens:
Asset Transfer. Subject to the terms and conditions set forth in this Agreement, on the Closing Date, Aradigm shall transfer all Assigned Assets, in the shape, manner and form of their existence as of the date such Assigned Assets are transferred to Purchaser, in accordance with the Transfer Plan. Without limiting the specifics of the Transfer Plan, Aradigm shall promptly transfer those assets (to the extent not previously transferred to the Transferee hereunder) to Purchaser as required in the Transfer Plan and this Section 2.02. Unless otherwise specified in the Transfer Plan, the mode of such transfer shall be determined by the Coordination Leads with the goal of efficiency and cost-effectiveness. Without limiting the foregoing and in connection with such transfers of assets pursuant to this Section 2.02, Aradigm shall make available such personnel reasonably familiar with the Assigned Assets to consult with and assist Purchaser in implementing such assets at mutually agreeable times.
Asset Transfer. Without the prior written consent of the holders of at least fifty-one percent (51%) of Series A Preferred Units, the Company shall not, and shall not permit any of its Subsidiaries to sell, convey, transfer or otherwise dispose of any Property (i) to any Affiliate of the Company (other than Subsidiaries of the Company) or (ii) to any person that is not an Affiliate of the Company, unless simultaneously therewith, the Company or such Subsidiary acquires an Approved Replacement Property or the following requirements are met:
Asset Transfer. (a) As consideration for the reinsurance by the Reinsurer of the General Account Liabilities under this Agreement, on the Closing Date, the Reinsurer shall be entitled to an amount equal to one hundred percent (100%) of the General Account Reserves as of the close of business on the day immediately preceding the Inception Date (the “Initial Reinsurance Premium”).
Asset Transfer. Auscrete OR and Sprovieri irrevocably agree to transfer the Assets via a Xxxx of Sale to Auscrete WY upon satisfactory completion of the Auscrete WY minimum offering of $750,000, and within a period of 180 days from the date of effectiveness of Auscrete WY by the Securities and Exchange Commission and satisfactory payment settlement of the value of the Assets.
Asset Transfer. Prior to the Closing Date, all Active Constar Employees (and Former Constar Employees, if applicable) currently participating in the Crown ESPP shall be given an election to have the total amount of cash credited to their account under the Crown ESPP as of the Closing Date returned to them in a cash lump sum payment (without interest) or to have such amount transferred to the Constar ESPP.
Asset Transfer. As soon as reasonably practicable after the Distribution Date, Xxxx Foods shall transfer to WWF Operating Company assets in such form as Xxxx Foods shall reasonably determine equal to the product of (i) the value as of the Distribution Date of any reserves established by Xxxx Foods to assist it in satisfying the liabilities under the Xxxx Foods EDCP and the Xxxx Foods SERP multiplied by (ii) a fraction, the numerator of which is the estimated liabilities under of the applicable Plan (i.e., the Xxxx Foods EDCP or the Xxxx Foods SERP) in respect of WhiteWave Employees or Former WhiteWave Employees and the denominator of which is the estimated aggregate liabilities to all participants under the applicable Plan. All valuations or estimations necessary or appropriate to determine the asset transfer described in this Section 11.4 shall be made by Xxxx Foods in good faith.
Asset Transfer. As soon as practicable after the latest of (A) the date on which the GRP PBO Value is determined and verified pursuant to (ii) above, (B) the expiration of thirty days following the filing of Forms 5310 with the IRS and PBGC in respect of the GRP and the Visteon Mirror GRP or (C) the receipt by Ford of the opinion or determination letters described in (iii) above and determination by Ford that the Visteon Mirror GRP satisfies the terms of this Agreement (the "Asset Transfer Date"), Ford shall cause the trustee of the GRP to transfer assets and respective liability therefore to the Visteon Mirror Pension Plan in such amount and in such form as provided in (ii) above, together with interest from the Benefit Transition Date to the first of the month immediately preceding the Asset Transfer Date, at the Ford Master Trust rate or return, and thereafter until the Asset Transfer Date, interest at the 90-day Treasury Xxxx rate on a bond equivalent yield in effect on the last business day of the month immediately preceding or coincident with the Asset Transfer Date as quoted in the Wall Street Journal.
Asset Transfer. On the terms and subject to the provisions of this Agreement, NWIP hereby transfers, conveys and assigns to the Company, and the Company hereby purchases, accepts and receives, all of NWIP's right, title and interest in and to assets and rights described below (the "Assets"):
Asset Transfer. Southeast shall have delivered to Buyer the -------------- bills of sale, assignments, and other instruments of transfer and assignment in accordance with the provisions hereof, transferring to Buyer all of Southeast's right, title and interest in and to the Southeast Assets, free and clear of all Encumbrances.
