Assets Free and Clear; Assignment and Undertaking Sample Clauses

Assets Free and Clear; Assignment and Undertaking. (a) The Assets shall be sold free and clear of all liabilities, liens and encumbrances, except for Permitted Encumbrances (as hereinafter defined). At Closing, the parties will execute and deliver an assignment and undertaking (the "ASSIGNMENT AND UNDERTAKING"), in the form of APPENDIX 1.3, pursuant to which Seller shall assign to Buyer its future rights, and Buyer shall assume from Seller its future obligations, under those Contracts and Leases described in SCHEDULE 1.3; pursuant to which Buyer shall assume from Seller, Seller's future obligations in respect of the Assumed Liabilities (as hereinafter defined).
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Assets Free and Clear; Assignment and Undertaking. (a) Notwithstanding any other provision hereof to the contrary, the Assets shall be sold free and clear of all liabilities, liens and encumbrances, except for the liens, liabilities and encumbrances expressly agreed to be assumed by Lessee pursuant to the Assignment and Undertaking Agreement (the "Assignment and Undertaking") in the form attached hereto as Appendix 1.2. Except as provided in the Assignment and Undertaking, Lessee is not assuming and shall not be deemed to have assumed any other liability or obligation of Lessor or any of its affiliates, fixed or contingent, disclosed or undisclosed, or otherwise, including, without limitation, any liability in respect of prior cost reports filed in respect of the Hospital's operations or any other liability relating to reimbursements or payments from third-party payors.
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Assets Free and Clear; Assignment and Undertaking. (a) Notwithstanding any other provision hereof to the contrary, the Assets shall be sold free and clear of all liabilities, liens and encumbrances, except for the liens, liabilities and encumbrances described in Schedule 1.3(a) (collectively, the "Assumed Liabilities") and the Permitted Encumbrances (as hereinafter defined). Buyer shall expressly agree to assume all of the Assumed Liabilities
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Assets Free and Clear; Assignment and Undertaking. (a) Notwithstanding any other provision hereof to the contrary, the Assets shall be sold free and clear of all liabilities, liens and encumbrances, except for any liabilities arising under or in connection with, or any payment or performance obligations of Lessor with respect to (i) the Assumed Contracts, (ii) the Assumed Leases, (iii) any liabilities of Lessor appearing on Lessor's July 31, 2001 balance sheet, (iv) the trade payables of Lessor related to the operation of the Hospital incurred in the ordinary course of business prior to Closing and recorded in amounts consistent with past practice and (v) except as scheduled on SCHEDULE 1.3 attached hereto, any liabilities arising out of or in connection with matters disclosed in the disclosure schedules attached hereto (collectively, the "Assumed Liabilities"). Lessee shall expressly agree to assume the obligations and liabilities of Lessor under the Assumed Contracts, Assumed Leases and other Assumed Liabilities pursuant to the Assignment and Undertaking attached hereto as APPENDIX 1.3. Except as provided in the Assignment and Undertaking, Lessee is not assuming and shall not be deemed to have assumed any other liability or obligation of Lessor or any of its affiliates, fixed or contingent, disclosed or undisclosed, or otherwise; including, without limitation, any liabilities arising in respect of Agency Payables (which shall mean all net amounts due or to become due to third-party payors under the Medicare and Medicaid Programs in respect of periods prior to and the Closing Date) and cost reports filed or required to be filed by Lessor, whether unrecorded or recorded as a current or long-term asset or liability.
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Assets Free and Clear; Assignment and Undertaking. (a) Notwithstanding any other provision hereof to the contrary, the Assets shall be sold free and clear of all liabilities, liens and encumbrances, except for the Permitted Encumbrances (as hereinafter defined), certain liens described on Schedule 1.3(a)(i) and the current liabilities of Seller to be assumed by Buyer and described on Schedule 1.3(a)(ii) (the "Assumed Liabilities"). Buyer and Province shall expressly agree to assume all of the Assumed Liabilities pursuant to the Assignment and Undertaking Agreement (the "Assignment and Undertaking Agreement") in the form attached hereto as Exhibit 1.3(a). Except as provided in the Assignment and Undertaking Agreement, neither Buyer nor Province is assuming and neither shall be deemed to have assumed any other liability or obligation of Seller or any of its affiliates, fixed or contingent, disclosed or undisclosed, or otherwise. Buyer will be responsible to Seller for the payment, performance and discharge in due course in accordance with their terms of all Assumed Liabilities.
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Related to Assets Free and Clear; Assignment and Undertaking

  • Assignment and Transfers Except as the Committee may otherwise permit pursuant to the Plan, the rights and interests of the Participant under this Agreement may not be sold, assigned, encumbered or otherwise transferred except, in the event of the death of the Participant, by will or by the laws of descent and distribution. In the event of any attempt by the Participant to alienate, assign, pledge, hypothecate, or otherwise dispose of the Stock Units or any right hereunder, except as provided for in this Agreement, or in the event of the levy or any attachment, execution or similar process upon the rights or interests hereby conferred, the Company may terminate the Stock Units by notice to the Participant, and the Stock Units and all rights hereunder shall thereupon become null and void. The rights and protections of the Company hereunder shall extend to any successors or assigns of the Company and to the Company’s parents, subsidiaries, and affiliates. This Agreement may be assigned by the Company without the Participant’s consent.

  • Notification of Assignment of Receivables At any time following the occurrence of an Event of Default or a Default, Agent shall have the right to send notice of the assignment of, and Agent's security interest in, the Receivables to any and all Customers or any third party holding or otherwise concerned with any of the Collateral. Thereafter, Agent shall have the sole right to collect the Receivables, take possession of the Collateral, or both. Agent's actual collection expenses, including, but not limited to, stationery and postage, telephone and telegraph, secretarial and clerical expenses and the salaries of any collection personnel used for collection, may be charged to Borrowers' Account and added to the Obligations.

  • Consent to Collateral Assignment Subject to the provisions of this Section 9.05, Seller may (but is not obligated to) assign this Agreement as collateral to a Lender for any financing or refinancing of the Generating Facility, including a Sale-Leaseback Transaction or Equity Investment and, in connection therewith, Buyer shall in good faith work with Seller and Lender to agree upon a consent to a collateral assignment of this Agreement or to a Sale-Leaseback Transaction or Equity Investment, as applicable (“Collateral Assignment Agreement”). The Collateral Assignment Agreement shall be in form and substance reasonably agreed to by Xxxxx, Seller and Lender, and shall include, among others, the following provisions (together with such other commercially reasonable provisions required by any Lender that are reasonably acceptable to Buyer):

  • Assignment and Transfer The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

  • ASSIGNMENT AND TRANSFER SIGNATURE LINES FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), assign(s) and transfer(s) unto ______________________________ whose taxpayer identification number is _______________________ and whose address including postal zip code is ____________________________, the within Receipt and all rights thereunder, hereby irrevocably constituting and appointing ________________________ attorney-in-fact to transfer said Receipt on the books of the Depositary with full power of substitution in the premises.

  • Assignment Prohibited No party to this Agreement may assign any right or obligation pursuant to this Agreement. Any attempted or purported assignment of any right or obligation pursuant to this Agreement shall be void and of no effect.

  • Disclosure upon assignment and novation You hereby consent, in connection with any, or any proposed, novation, assignment, transfer or sale of any of our rights and/or obligations with respect to or in connection with your card account(s) and any facilities and services available in connection with the card to any novatee, assignee, transferee, purchaser or any other person participating or otherwise involved in such, or such proposed, transaction, to the disclosure, to any such person, by us, of any and all information relating to you, your card account(s) with us, this agreement and any security, guarantee and assurance provided to secure your obligations thereunder and any other information whatsoever which may be required in relation thereto.

  • ASSIGNMENT AND SUB-LETTING Tenant shall not assign this Agreement, or sub-let or grant any license to use the Premises or any part thereof without the prior written consent of Landlord. A consent by Landlord to one such assignment, sub-letting or license shall not be deemed to be a consent to any subsequent assignment, sub-letting or license. An assignment, sub-letting or license without the prior written consent of Landlord or an assignment or sub-letting by operation of law shall be absolutely null and void and shall, at Landlord's option, terminate this Agreement.

  • Transfer/Assignment (A) Subject to compliance with clause (B) of this Section 8, this Warrant and all rights hereunder are transferable, in whole or in part, upon the books of the Company by the registered holder hereof in person or by duly authorized attorney, and a new warrant shall be made and delivered by the Company, of the same tenor and date as this Warrant but registered in the name of one or more transferees, upon surrender of this Warrant, duly endorsed, to the office or agency of the Company described in Section 3. All expenses (other than stock transfer taxes) and other charges payable in connection with the preparation, execution and delivery of the new warrants pursuant to this Section 8 shall be paid by the Company.

  • ASSIGNMENT AND SUB-CONTRACTING 19.1 The Contractor shall not assign or sub-contract any obligations under the Contract without the prior consent of the Authority, which shall not be unreasonably withheld or delayed. Sub-contracting any part of the Contract shall not relieve the Contractor of any of its obligations or duties.

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