Certain Assets and Liabilities. At or prior to the Closing ------------------------------ and consummation of the purchase and sale of the Shares contemplated hereby, and subject to the terms and conditions of this Agreement, Seller or a wholly owned subsidiary thereof (other than the Subsidiaries) shall retain and assume, as the case may be, pursuant to agreements and instruments (including instruments of conveyance) reasonably acceptable to Seller and Purchaser, the assets and rights listed on Schedule 2.1(a) hereof (collectively, the "Excluded Assets") and the liabilities and obligations listed on Schedule 2.1(b) hereof (collectively, the "Excluded Liabilities"). All costs and expenses incurred in connection with the transfer to Seller or such wholly owned subsidiary of the Excluded Assets and Excluded Liabilities as contemplated by this Section 2.1 shall be for the account of and shall be paid by Seller, and Seller shall pay and discharge, and indemnify Purchaser and hold Purchaser harmless from and against, all such costs and expenses, including all transfer or stamp duty taxes, if any, due and payable in connection with the transfer of the Excluded Assets and Excluded Liabilities.
Certain Assets and Liabilities. Immediately prior to the Closing, Xxxx will acquire and assume, pursuant to one or more assignment agreements reasonably acceptable to Purchaser, all assets and liabilities of the Property Owners, whether now existing or hereafter arising, which are not related to the acquisition, ownership, leasing and operation of the Properties, if any, and Xxxx will pay and perform all such liabilities when due in accordance with their terms.
Certain Assets and Liabilities. (a) Notwithstanding anything herein to the contrary, the following assets shall be excluded from the transactions contemplated hereby (the “Retained Assets”), and Sellers shall have the right at any time at or prior to the Closing to distribute, transfer, dispose of, extinguish, or otherwise exclude from the Company Entities such assets:
Certain Assets and Liabilities. Immediately prior to the Closing and consummation of the transactions contemplated by this Agreement, and subject to the terms and conditions of this Agreement, (a) CRSI shall distribute, and Seller or a wholly owned subsidiary thereof shall accept and assume, pursuant to an Asset Distribution and Assumption Agreement substantially in the form of Exhibit A-1 attached hereto (the "Distribution Agreement"), the assets and liabilities listed on Schedule II attached hereto (such assets, the "Distributed Assets", and such liabilities, the "Distributed Liabilities"; and, collectively, the "Distributed Assets and Liabilities"), and (b) CRSI shall sell, transfer, set over and assign to Seller or a wholly owned subsidiary of Seller, and Seller or such wholly owned subsidiary shall purchase, accept and assume, pursuant to one or more Assignment and Assumption Agreements substantially in the form of Exhibit A-2 attached hereto (each, an "Assignment and Assumption Agreement" and, collectively, the "Assignment and Assumption Agreements"), the Excluded Contracts listed on Schedule III hereto and all Liabilities relating thereto (such Liabilities, the "Excluded Contracts Liabilities" and, together with the Excluded Contracts, the "Excluded Contracts and Liabilities"). For purposes of clarity, and as reflected on Schedules II and III, the Excluded Assets and Liabilities include all of the Excluded Contracts referenced in Section 5.19, and all of the issued and outstanding shares of the Excluded Subsidiaries, and any Liabilities associated with the Excluded Contracts and the Excluded Subsidiaries. Seller shall pay and discharge, and indemnify Buyer and hold Buyer harmless from and against, all transfer or stamp duty taxes, if any, due and payable in connection with the distribution or transfer, as the case may be, of the Excluded Assets and Liabilities.
Certain Assets and Liabilities. (a) Notwithstanding anything to the contrary contained in this Agreement, the assets and liabilities of ITC at the Closing shall not include, and prior to the Closing Date, Seller may cause ITC to transfer to Seller or any of its Affiliates any of its rights and obligations in and to the following:
Certain Assets and Liabilities. Immediately prior to the closing and consummation of the transaction contemplated by this Agreement, and subject to the terms and conditions of this Agreement, MCI, MCMI and the Coal Subs shall distribute to MAPCO, and MAPCO or a wholly owned subsidiary thereof shall accept and assume, pursuant to an Asset Distribution and Assumption Agreement substantially in the form of Exhibit A attached hereto (the "Distribution Agreement"), 11 the assets and liabilities listed on Schedule I attached thereto (the "Excluded Assets" and the "Excluded Liabilities"; and collectively, the "Excluded Assets and Liabilities").
Certain Assets and Liabilities. (i) Substantially all of the assets (as that term is defined in Section 368(a)(2)(D) of the Code) held by the Company and each of its Subsidiaries immediately prior to the Merger will be owned by the Company and its Subsidiaries at the Closing. and (ii) the liabilities of the Company and its Subsidiaries assumed by Merger Subsidiary and the liabilities to which the transferred assets of the Company and its Subsidiaries are subject were -29- 30 incurred by the Company and its Subsidiaries in the ordinary course of their respective businesses, except for the liabilities of the Company to Richxxx X. Xxxxxx, xxich were incurred in part in connection with the redemption of his stock in the Company which occurred in 1993 and in part in connection with the Company's acquisition and refurbishment of its office building. For the purposes of this covenant, amounts paid by the Company or its Subsidiaries, amounts used by the Company or its Subsidiaries to pay reorganization expenses, and all redemptions and distributions (other than dividends paid in accordance with the normal, year-to-year practice of the Company) made by Company or its Subsidiaries will be included as assets of Company immediately prior to the Merger. There have been no redemptions of any capital stock of the Company since December 31, 1993 other than the redemption referred to above in this paragraph.
Certain Assets and Liabilities. All of the assets (Exhibit A) and liabilities (Exhibit B), shall be retained or transferred to Abcon, as the case may be, and where applicable, shall be removed from the books of OPEC and transferred and conveyed by Bill of Sale or by other reqxxxxte and appropriate documents of title transfer with free and clear title, except as to liens that Buyer has caused to be placed against such assets, so Abcon can finance or refinance those assets included on the books of Abcon as of the Effective Date. Buyer hereby accepts title to the assets set forth on Exhibit A attached hereto and agrees to assume all liabilities as indicated on Exhibit B attached hereto. It is the intention of the Parties that no other assets or liabilities in existence as of the Effective Date shall be transferred to Buyer, except as to liens and debts that Buyer has caused to be placed against such assets and agreed to assume, the income taxes specified in Section 6f, any other liabilities of Abcon that existed prior to April 19, 1999 and the Parties agree to settle other obligations outstanding between the parties as indicated on Exhibit E and agree that the balance due OPEC as calculated thereon shall be added to and is included in the amount of the Note specified in Section 3d of this Agreement
Certain Assets and Liabilities. The Parties acknowledge and agree that there are certain assets and liabilities at FADEP that are not part of the Transaction and are owned by Sellers, including: (i) credits derived from the CEI and FEI Programs made by FADEP up to this Closing Date; (ii) receivables past-due for over 180 days on this Closing Date; and (iii) FADEP’s operational receipts, as well as others described and estimated (amounts subject to confirmation by the Parties) in Annex 4.6. The Parties agree to make a short-term adjustment by February 15, 2019, including all of the assets and liabilities indicated as “short-term” in the aforementioned Annex 4.6, and a second long-term adjustment by April 15, 2019 including all accounts indicated as “long term” in the aforementioned Annex 4.6. Such adjustment shall be part of the Price and shall be paid from one party to the other on the dates indicated above.
Certain Assets and Liabilities. Prior to the Closing Date, Smitx & Xephew shall cause the assets listed under "Cash" and the liabilities listed under "Current and deferred income taxes due to Parent" and "Restructuring reserve" on the Balance Sheet to be canceled and shall cause the amounts listed under "Intercompany obligations, less current portion" on the Balance Sheet to be capitalized and transferred to "Members Equity."
