Contribution of Transferred Assets. On the terms and subject to the conditions of this Agreement, at the Closing, the Transferor Parties shall contribute, sell, transfer, convey, assign and deliver to Acquiror, and Acquiror shall purchase, accept and acquire from the Transferor Parties, free and clear of any Liens, all of the assets constituting the Business, including without limitation, the following properties, assets, rights and claims, whether tangible or intangible, including goodwill and going concern value but excluding the Excluded Assets (the “Transferred Assets”):
Contribution of Transferred Assets. (a) At the Closing, and subject to the terms and conditions set forth herein and in the Majority Contribution Agreement, including, without limitation, Section 2.01(b), Asset Management LP will contribute, convey, transfer, assign and deliver, or cause one or more of its Subsidiaries to contribute, convey, transfer, assign and deliver, to Group LP or one or more of its Subsidiaries, and Group LP will acquire and accept from Asset Management LP or its applicable Subsidiaries, all of the right, title and interest of Asset Management LP or its applicable Subsidiaries in, to and under all Assets relating to the Transferred Business, including, without limitation, the following Assets, other than to the extent any are Excluded Assets or Additional Contributed Assets (collectively, the “Contributed Assets”):
Contribution of Transferred Assets. (a) At the Closing, and subject to the terms and conditions set forth herein, including Section 2.01(b), Cantor will contribute, convey, transfer, assign and deliver, or cause one or more of its Subsidiaries to contribute, convey, transfer, assign and deliver, to BGC Partners or one or more of its Subsidiaries in a manner that is expected to be Tax-free to each of BGC Partners, its Subsidiaries and the Transferred Entities, and BGC Partners or one or more of its Subsidiaries will acquire and accept from Cantor or its applicable Subsidiaries, all of the right, title and interest of Cantor or its applicable Subsidiaries in, to and under the following Assets (collectively, the “Transferred Assets”) (other than any of the following to the extent it is an Excluded Asset):
Contribution of Transferred Assets. (a) Compuware hereby contributes, transfers, assigns, conveys, and delivers to Covisint and its successors and assigns, for its and their own use and behalf, all of Compuware’s right, title, and interest in and to the following assets and all goodwill associated therewith, other than the Excluded Assets (the “Transferred Assets”), and Covisint hereby accepts the contribution, transfer, assignment, conveyance and delivery of the Transferred Assets and agrees to fully and entirely stand in the place of Compuware in all matters related thereto:
Contribution of Transferred Assets. On the terms and subject to the conditions of this Agreement, at the Closing, the Transferor Parties shall contribute, sell, transfer, convey, assign and deliver to Acquiror and/or one or more of its Designated Affiliates, and Acquiror shall and/or or shall cause one or more of its Designated Affiliates to purchase, accept and acquire from each Transferor Party, free and clear of any Liens, all of such Transferor Party’s right, title and interest in and to the assets constituting the Business, including without limitation, the following properties, assets, rights and claims, whether tangible or intangible, including goodwill and going concern value but excluding the Excluded Assets (the “Transferred Assets”):
Contribution of Transferred Assets. The Transferor hereby transfers and contributes the Transferred Assets to the Transferee and the Transferee hereby accepts the Transferred Assets from the Transferor, in each case on an as-is, where-is basis and subject to any Encumbrances that may exist thereon.
Contribution of Transferred Assets. Unless otherwise provided in this Agreement or in any Ancillary Agreement, on the Effective Date, FNF will (and FNF will cause its applicable Subsidiaries to) Transfer to FIS and its applicable Subsidiaries, and FIS will (and FIS will cause its applicable Subsidiaries to) receive and accept from FNF and its applicable Subsidiaries, all of FNF's and its applicable Subsidiaries' right, title and interest in and to the Transferred Assets, except to the extent that any particular transfer of Transferred Assets requires any prior Governmental Approval, in which event such Transferred Assets shall be Transferred by FNF (or its applicable Subsidiaries, as the case may be) on the Business Day immediately following the receipt of such Governmental Approval or the expiration of the notice period applicable thereto. Such Transfers will be effective at such times as provided in each respective Ancillary Agreement and will be subject to the terms and conditions of this Agreement and any applicable Ancillary Agreement. The parties agree to expeditiously pursue all applicable Governmental Approvals required in connection with the Transfer of the Transferred Assets.
Contribution of Transferred Assets. Upon the terms set forth in this Agreement, at the Closing, Transferor shall assign, convey, transfer and deliver to Transferee, and Transferee shall assume and acquire from Transferor, free and clear of all Encumbrances, except for the Permitted Encumbrances, all of Transferor's right, title and interest in, to and under the following assets and properties, except as otherwise provided in Section 2.2, each as of the Closing Date, (collectively, the "Transferred Assets"), it being understood that, with respect to the Transferred Assets located at the Conemaugh Station and the Keystone Station, such Transferred Assets are being transferred only to the extent of the Conemaugh Interest and the Keystone Interest, as the case may be:
Contribution of Transferred Assets. Upon the terms set forth in this Agreement, at the Closing, Transferor shall assign, convey, transfer and deliver to Transferee, and Transferee shall assume and acquire from Transferor, free and clear of all Encumbrances, except for the 17 Permitted Encumbrances, all of Transferor's right, title and interest in, to and under the following assets and properties, except as otherwise provided in Section 2.2, each as of the Closing Date (collectively, the "Transferred Assets"):
Contribution of Transferred Assets. Upon the terms and subject to the conditions of this Agreement, COUV agrees to sell, transfer, convey, assign and deliver, or cause to be sold, transferred, conveyed, assigned and delivered, to Carbon-Ion at the Closing (with effect as of the Effective Time), all right, title and interest in and to all of COUV’s assets, rights, privileges, claims and properties of any kind whatsoever, wherever located, real, personal or mixed, tangible or intangible, free and clear of any liens, encumbrances, charges or security interests (collectively, the “Transferred Assets”), including all COUV’s right, title and interest in and to the following:
